Anaya-Flores vs. Maxim Healthcare Services, Inc

In broad strokes, Plaintiff argues that these allegations in the Answer are irrelevant and lack factual grounds because unclean hands is not a defense to a partition action.

The Code of Civil Procedure provides that as to concurrent interests in property, partition shall be as a matter of right unless barred by a valid waiver. (Civ. Proc. Code, § 872.710, subd. (b).) Thus, waiver may be the only exception to the otherwise absolute right of partition by a cotenant the way the statute is presently drafted.

However, because the action is a proceeding in equity, the Court is skeptical that the Legislature intended to restrict the court’s powers of equity, especially when it did not expressly refer to a limitation on such powers to preclude the right of partition. This issue appears unresolved.

Further, in a partition action, “[t]he interests of the parties, plaintiff as well as defendant, may be put in issue, tried, and determined in the action.” (Code Civ. Proc., § 872.610.)

In Summers, the Court of Appeal held that the partition statutes do not allow a trial court to order the manner of a property’s partition before it determines the ownership interests in the property. (Summers v. Superior Court (2018) 24 Cal.App.5th 138, 141.)

Thus, the Court finds that Plaintiff has not shown that the allegations in the Answer and are irrelevant or improper. The Court also finds that unclean hands is properly alleged at the pleadings stage.

Plaintiff is ordered to serve notice.

12. 2025-1465984 Anaya-Flores vs. Maxim Case Management Conference Healthcare Services, Inc Defendants Maxim Healthcare Services, Inc. (“Maxim”), Adam Cuomo, and Jonathan Ayran’s (collectively, “Defendants”) Motion to Compel Arbitration and Stay the Action is granted.

Defendants move to compel enforcement of an arbitration agreement they contend Plaintiff Maria Anaya-Flores (“Plaintiff”) signed when she completed her “onboarding” documents. (ROA 32 [Nikzad Decl. at ¶ 13, Exh. D.)

The FAA and CAA The FAA applies to any dispute concerning an arbitration provision in a contract “evidencing a transaction involving commerce.” (9

U.S.C. § 2.) This phrase is construed broadly and may apply to disputes between residents of the same state and in-state transactions that “affect” interstate commerce. (Khalatian v. Prime Time Shuttle, Inc. (2015) 237 Cal.App.4th 651.) “The ‘principal purpose’ of the FAA is to ‘ensur[e] that private arbitration agreements are enforced according to their terms.’” (Lacayo v. Catalina Restaurant Group Inc. (2019) 38 Cal.App.5th 244, 257, citing AT&T Mobility LLC. v. Concepcion (2011) 563 U.S. 333, 344, 131 S.Ct. 1740.)

“California law, like federal law, favors enforcement of valid arbitration agreements.” (Baxter v. Genworth North America Corp. (2017) 16 Cal.App.5th 713, 721, citation omitted.) Arbitrations provisions are to be interpreted broadly and “should be upheld unless it can be said with assurance that an arbitration clause is not susceptible to an interpretation covering the asserted dispute.” (EFund Capital Partners v. Pless (2007) 150 Cal.App.4th 1311, 1321, citations omitted.) A party seeking to compel arbitration under section 1281.2 must plead and prove (1) the existence of a written arbitration agreement and (2) that the other party has refused to arbitrate. (Code Civ. Proc., § 1281.2; Mansouri v. Sup. Ct. (2010) 181 Cal.App.4th 633, 641.)

“Whether an agreement to arbitrate exists is a threshold issue of contract formation and state contract law.” (Avila v. Southern California Specialty Care, Inc. (2018) 20 Cal.App.5th 835, 843-844.) The party seeking to compel arbitration has the initial burden of “proving the existence of a valid agreement to arbitrate.” If that burden is satisfied, “the party opposing arbitration must prove by a preponderance of the evidence any defense to the petition.” (Avery v. Integrated Healthcare Holdings, Inc. (2013) 218 Cal. App. 4th 50, 59, citations omitted.)

Existence of an Agreement to Arbitrate The Court finds Defendants have met their burden of showing that Plaintiff entered into an arbitration agreement that requires arbitration of the claims Plaintiff asserts in this action. The arbitration agreement states, in relevant part, that:

Any disputes, claims, complaints or controversies (“Claim(s)”) between me and MAXIM arising out of and/or directly or indirectly related to my application for employment with MAXIM, my employment with MAXIM, the terms and conditions of my employment with MAXIM, and/or the termination of my employment with MAXIM, will be resolved by arbitration and NOT by a court or jury as set forth herein.

In her opposition, Plaintiff does not challenge the assertion that she was presented with the “onboarding” documents; or, that the documents included the arbitration agreement; or, that she electronically signed the agreement. Nor does Plaintiff challenge whether the individual defendants are entitled to enforce the agreement, or whether her claims would be encompassed as a “covered claim.” Although Plaintiff submitted a declaration stating she does not “recall ever electronically signing the Agreement or being able to review the Agreement during the onboarding process,” and that she recalls only that she had to “electronically sign a lot of documents to be hired,” this does not negate the formation of the agreement. (See Rosenthal v.

Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 423.) Accordingly, the Court finds Defendants have met their burden of showing the existence of an arbitration agreement.

Defenses To Enforcement At the outset, the Court notes that it rejects Defendants’ argument that the Agreement “clearly and unmistakably” delegated the issue of the enforceability of the agreement to the arbitrator. The Court notes that the language on the face of the Agreement (“to hear and rule on pre-hearing disputes”) is ambiguous at best, and incorporating the rules of the AAA did not make such a term “clear and unmistakable.” (Beco v. Fast Auto Loans, Inc. (2022) 86 Cal.App.5th 292, 305)

Plaintiff contends the Court should deny this motion, because the arbitration agreement is both procedurally and substantively unconscionable.

For an arbitration agreement to be void under the doctrine of unconscionability, “the agreement must be both procedurally and substantively unconscionable.” (Wherry v. Award, Inc. (2011) 192 Cal.App.4th 1242, 1246, citing Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114–121.)

Procedural unconscionability focuses on “oppression” or “surprise” due to unequal bargaining power. Substantive unconscionability, on the other hand, looks at “overly harsh” or “one-sided” results. “But the two elements need not exist to the same degree. The more one is present, the less the other is required.” (Ibid.) Under Armendariz, arbitration clauses in employment contracts should provide for: a neutral arbitrator; adequate discovery; a written award; and, no limitation on remedies. It also should not require employees to pay either unreasonable costs or any arbitrators’ fees or expenses as a condition of access to the arbitration forum. (Armendariz v. Found. Health Psychcare Svcs., Inc. (2000) 24 Cal.4th 83, 102.)

The Court finds there is some procedural unconscionability, here, given that this arbitration agreement was signed in the employment context (and without any factors suggesting that the employee had “equal” bargaining power). (See Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 244.) Nevertheless, where there is no other indication of oppression or surprise, “the degree of procedural unconscionability of an adhesion agreement is low, and the agreement will be enforceable unless the degree of substantive unconscionability is high.” (Ajamian v. CantorCO2e (2012) 203 Cal.App.4th 771, 796.) Although the Court agrees there is some procedural unconscionability present, it disagrees with Plaintiff’s contention that it exists to a “high” degree. The Court agrees that the Agreement is a contract of adhesion and Maxim did not provide a copy of the AAA rules.

However, the Agreement does not limit the location of the arbitration to a place of Maxim’s choosing. Rather, it merely states that the arbitration “shall take place in the state in which the EMPLOYEE currently or last worked for MAXIM, unless otherwise agreed by the parties.”

With respect to substantive unconscionability, Plaintiff’s primary argument is that the arbitration agreement is supposedly unconscionable due to a separate, non-disclosure and non-compete agreement that she signed during the onboarding process (shortly after she signed the arbitration agreement). The NDA does state that, “in the event of a breach or threatened breach of any of the Covenants and promises contained in this Agreement, the Company can suffer irreparable injury for which there is no adequate remedy at law, and the Company will therefore be entitled to injunctive relief enjoining said breach or threatened breach...”

However, it does not expressly carve out this relief from the Covered Claims of the arbitration agreement. As Plaintiff acknowledges, the arbitration agreement contains language that breach of the NDA is “not covered by this Agreement to arbitrate,” “unless Employee is employed by MAXIM in the State of California, in which case this provision regarding ‘Claims for breach of any Non-Solicitation, Non- Disclosure and/or Non-Competition Agreement between EMPLOYEE and MAXIM” does not apply as ‘Claims not covered by this Agreement to arbitrate’).”

There is no integration clause in the NDA or other language that suggests the NDA supersedes the arbitration agreement with respect to the carve-out for California employees, like Plaintiff.

The Court rejects Plaintiff’s other claims of substantive unconscionability. The PAGA waiver is severable (but there is no PAGA claim); the provision for reconsideration is more generous than the Code and is not drafted in a manner that somehow favors

the employer over the employee; and the arbitration agreement does not prohibit the arbitrator from considering equitable tolling if presented with a statute of limitations issue. Finally, Plaintiff does not contend that any of the arbitration provisions otherwise fail to meet the Armendariz factors, e.g., a neutral arbitrator, adequate discovery, or payment of unreasonable costs.

In sum, the Court finds Plaintiff has not shown that the arbitration agreement is unenforceable. The motion to compel arbitration is granted. Plaintiff is ordered to arbitrate all of her claims. The action is stayed pending final resolution of the arbitration. (Code Civ. Proc. § 1281.4.)

All upcoming hearing dates shall be vacated. The Court sets an arbitration status conference for April 22, 2027, at 9:00AM in Department N18.

Defendants shall give notice of the ruling.

14. 2024-1416858 Advanced Case Management Conference Fiberglass Concepts vs. Defendant APG, LLC and George Gemayel’s motions to quash APG, LLC discovery subpoenas or, in the alternative for protective orders, are denied.

Defendants move for order quashing the subpoenas issued by Plaintiff Advanced Fiberglass Concepts to: Callahan & Blaine, K&L Law Group, Wells Fargo, MUFG Union Bank, U.S. Bank National Association, and JP Morgan Chase Bank. In the alternative, Defendants move for an order limiting the scope of the subpoenas to “specific relevant documents.” It should be noted that the subpoenas to the banking institutions have already been limited to: “Any and all documents and records evidencing any and all accounts held by APG, LLC, a California limited liability company (dba Automotive Performance Group) (Entity No. 201805310526) from January 1, 2021 through the present, including, without limitation, monthly statements, cancelled checks and related records.”

The subpoenas to the law firms request six categories of (non- privileged) documents relating to the action styled Greenkraft, Inc. v. George Patrick Gemayel, et al., OCSC case no. 30-2018-00979579. (See ROA 32 [Sunukjian Decl. at ¶¶ 7-8, Exhs. A, B].)

Legal Standard

A deposition subpoena is the proper tool to obtain discovery from a nonparty to the action. A deposition subpoena for production of business records commands the deponent to produce business