RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC. 08/19/2026 in Department 43 Motion TO COMPEL ARBITRATION OF PLAINTIFF'S INDIVIDUAL PAGA CLAIM AND STAY REPRESENTATIVE PAGA CLAIM

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Motion: Defendant’s Motion to Compel Arbitration of P’s Individual PAGA Claim and Stay Representative PAGA Claim (Opposed)

Tentative Ruling: Defendant’s Motion to Compel Arbitration is GRANTED.

The case is ordered to binding arbitration and a stay is imposed pending the outcome. The Court schedules a status conference re: status of arbitration for August 17, 2027, at 8:30 a.m. in Courtroom 43.

Moving party is ordered to serve notice of the Court’s ruling.

DISCUSSION

Defendant’s Evidentiary Objections to Plaintiff’s declaration are overruled.

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

1. Existence of a Valid Arbitration Agreement.

A written agreement to submit to arbitration, a controversy thereafter arising is valid, enforceable and irrevocable, save upon such grounds as exist for the revocation of any contract. (Code Civ. Proc., § 1281.)0F

California has a strong public policy in favor of arbitration. (Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 9.) Likewise, Section 2 of the Federal Arbitration Act (FAA) provides in relevant part: “[a] written provision in a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” (9 U.S.C.A. § 2.) “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.)

On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and where a party thereto refuses to arbitrate such controversy, the court shall order the petitioner and the respondent to arbitrate if it determines an agreement to arbitrate the controversy exists. (Code Civ. Proc., § 1281.2; Gorlach v. Sports Club Co. (2012) 209 Cal.App.4th 1497, 1505 [noting that “when presented with a petition to compel arbitration, the trial court's first task is to determine whether the parties have in fact agreed to arbitrate the dispute”].)

In deciding a petition to compel arbitration, trial courts must first decide whether an enforceable arbitration agreement exists between the parties and then determine the second gateway issue of whether the claims are covered within the scope of the agreement. (Omar v. Ralphs Grocer Co. (2004) 118 Cal.App.4th 955, 961.) “Although the party seeking arbitration bears the ultimate burden of proof as to the existence of an arbitration agreement, the burden of producing evidence on the issue may shift pursuant to a three-step process recognized by California courts.” (Ramirez v.

Golden Queen Mining Co., LLC (2024) 102 Cal.App.5th 821, 830.) “The first step requires the party seeking arbitration to carry the initial burden of presenting prima facie evidence of a written agreement to arbitrate the controversy. [citations] If that initial burden is met, the second step requires the party opposing arbitration to carry the burden of producing evidence to challenge the authenticity of the agreement. [citation] If the opposing party meets the burden of producing sufficient evidence, the third step requires the party seeking arbitration to prove by a preponderance of the evidence that the parties formed a valid contract to arbitrate their dispute.” (Id. [citations omitted].)

Once petitioners allege that an arbitration agreement exists and covers the dispute, the burden shifts to respondents to prove the falsity of the purported agreement, and no evidence or authentication is required to find the arbitration agreement exists. (Condee v. Longwood Mgt. Corp. (2001) 88 Cal.App.4th 215, 219.) Further, “the party opposing arbitration bears the burden of proving any defense, such as unconscionability.” (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC, supra, 55 Cal.4th 223, 236.)

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

Moving party has established through admissible evidence the existence of a written arbitration agreement. In opposing the motion, Plaintiff does not contest the existence of the agreement and does not argue that arbitration is improper under any theory other than unconscionability. Plaintiff does not contest that the suit is covered by the FAA.

The burden thus shifts and the party opposing arbitration has the burden of producing evidence to challenge the authenticity of the agreement.

2. Unconscionability Federal and California law treat valid arbitration agreements like any other contract and favor their enforcement. (9 U.S.C. § 2; OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 125, 251 Cal.Rptr.3d 714, 447 P.3d 680 (Kho); Torrecillas v. Fitness Internat., LLC (2020) 52 Cal.App.5th 485, 492, 266 Cal.Rptr.3d 181 (Torrecillas).) The California Arbitration Act (Code Civ. Proc., § 1280 et seq.; CAA) expresses a “ ‘ “strong public policy in favor of arbitration as a speedy and relatively inexpensive means of dispute resolution.” ’ ” (Kho, at p. 125, 251 Cal.Rptr.3d 714, 447 P.3d 680, quoting Moncharsh v.

Heily & Blase (1992) 3 Cal.4th 1, 9, 10 Cal.Rptr.2d 183, 832 P.2d 899.) A written agreement to submit a controversy to arbitration is valid, enforceable, and irrevocable, “save upon such grounds as exist for the revocation of any contract.” (Code Civ. Proc., § 1281.) Unconscionability provides such grounds. (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 99, 99 Cal.Rptr.2d 745, 6 P.3d 669 (Armendariz).) The “general principles of unconscionability are well established.

A contract is unconscionable if one of the parties lacked a meaningful choice in deciding whether to agree and the contract contains terms that are unreasonably favorable to the other party.” (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 125, 251 Cal.Rptr.3d 714, 447 P.3d 680; see also Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1243, 200 Cal.Rptr.3d 7, 367 P.3d 6 (Baltazar).) Unconscionability has both a procedural and a substantive element. (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 246, 145 Cal.Rptr.3d 514, 282 P.3d 1217 (Pinnacle).)

The party resisting enforcement of an arbitration agreement has the burden to establish unconscionability. (Id. at p. 236, 145 Cal.Rptr.3d 514, 282 P.3d 1217.) Procedural unconscionability “addresses the circumstances of contract negotiation and formation, focusing on oppression or surprise due to unequal bargaining power.” (Pinnacle, supra, 55 Cal.4th at p. 246, 145 Cal.Rptr.3d 514, 282 P.3d 1217.) This element is generally established by showing the agreement is a contract of adhesion, i.e., a “standardized contract which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it.” (Yeng Sue Chow v.

Levi Strauss & Co. (1975) 49 Cal.App.3d 315, 325, 122 Cal.Rptr. 816 (Yeng Sue Chow).) Adhesion contracts are subject to scrutiny because they are “not the result of freedom or equality of bargaining.” (Ibid.) However, they remain valid and enforceable unless the resisting party can also show that one or more of the contract's terms is substantively unconscionable or otherwise invalid. Substantive unconscionability looks beyond the circumstances of contract formation and considers “the fairness of an agreement's actual terms” (Pinnacle, supra, 55 Cal.4th at p. 246, 145 Cal.Rptr.3d 514, 282 P.3d 1217), focusing on whether the contract will create unfair or one-sided results (Armendariz, supra, 24 Cal.4th at p. 114, 99 Cal.Rptr.2d 745, 6 P.3d 669).

Substantively unconscionable contractual clauses “reallocate risks in an objectively unreasonable or unexpected

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

manner.” (Serpa v. California Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 703, 155 Cal.Rptr.3d 506 (Serpa); see also Lange v. Monster Energy Co. (2020) 46 Cal.App.5th 436, 447, 260 Cal.Rptr.3d 35 (Lange).) Both procedural and substantive elements must be present to conclude a term is unconscionable, but these required elements need not be present to the same degree. (Baltazar, supra, 62 Cal.4th at p. 1243, 200 Cal.Rptr.3d 7, 367 P.3d 6.) Courts apply a sliding scale analysis under which “the more substantively oppressive [a] term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.” (Armendariz, supra, 24 Cal.4th at p. 114, 99 Cal.Rptr.2d 745, 6 P.3d 669.) “[W]hether a contract is fair or works unconscionable hardship is determined with reference to the time when the contract was made and cannot be resolved by hindsight by considering circumstances of which the contracting parties were unaware.” (Yeng Sue Chow, supra, 49 Cal.App.3d at p. 325, 122 Cal.Rptr. 816.)

Appellate review of an order regarding an arbitration agreement's validity is de novo if the evidence is not in conflict and the ruling is based entirely on an interpretation of law. (Pinnacle, supra, 55 Cal.4th at p. 236, 145 Cal.Rptr.3d 514, 282 P.3d 1217.) If a validity ruling rests on the trial court's resolution of evidentiary disputes, substantial evidence review applies to the court's factual findings. (Magno v. The College Network, Inc. (2016) 1 Cal.App.5th 277, 283, 204 Cal.Rptr.3d 829 (Magno).)

The facts here are undisputed; our review is de novo. A court should consider substantive unconscionability only after procedural unconscionability has been established. Ramirez at 494. Procedural Unconscionability OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 127–128 discusses the presence of significant procedural oppression: - the agreement was presented to Kho in his workspace, along with other employment- related documents. - Neither its contents nor its significance was explained. - One Toyota admits that Kho was required to sign the agreement to keep the job he had held for three years. (Not the case here). - Because the company used a piece-rate compensation system, any time Kho spent reviewing the agreement would have reduced his pay. - Moreover, as the Court of Appeal explained, “Not only did One Toyota provide no explanation for its demand for his signature, it selected a low-level employee, a ‘porter,’ to present the Agreement, creating the impression that no request for an explanation was expected and any such request would be unavailing.” By having the porter wait for the documents, One Toyota conveyed an expectation that Kho sign them immediately, without examination or consultation with counsel. - One Toyota protests that Kho did not ask questions about the agreement, but there is no indication that the porter had the knowledge or authority to explain its terms. (See Carmona, supra, 226 Cal.App.4th at pp. 84-85, 171 Cal.Rptr.3d 42.)

Similarly, although One Toyota is correct that Kho did not attempt to negotiate, a complaining party need not show it tried to negotiate standardized contract terms to establish procedural unconscionability. (Carbajal v. CWPSC, Inc. (2016) 245 Cal.App.4th 227, 244, 199 Cal.Rptr.3d 332; see Sanchez, supra, 61 Cal.4th at p. 914, 190

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

Cal.Rptr.3d 812, 353 P.3d 741.) By its conduct, One Toyota conveyed the impression that negotiation efforts would be futile. - Finally, Kho was not given a copy of the agreement he had signed. From Plaintiff Cordero’s declaration I was given the agreement in English;

I was informed I had to sign the document to continue to work for Defendant;

I was told not to worry about it and that it would only matter if someone tried to sue;

It was only explained in general terms, no translation was provided;

I was not provided with a copy;

I was prohibited from taking pictures or using my phone to verify any of the explanations;

I believed I could be disciplined if I did not sign or if I asked for clarification;

Only 4-5 minutes were spent on the agreement;

I only had a few minutes to review the document;

I would not have signed had I know I could opt out.

Defendant’s Opposing Evidence Karla Martinez declares that on June 4, 2025, the company closed the Torres Oxnard location to “roll out” the new arbitration agreement. (Dec at ¶3). She is the Regional Manager and she and HR professional Joe Najera hosted the meeting. From her declaration Food was provided and the meeting lasted 1-2 hours;

Employees were given a six-page packet of documents which included the arbitration agreement (a first meal waiver, a second meal waiver, and a confidentiality agreement). (Dec at ¶4);

The meeting occurred in Spanish as all of the participants were Spanish speaking;

During the meeting, Plaintiff asked for the arbitration agreement to be translated from English to Spanish so that he could understand what he was signing. Karla Martinez went through the entire document with him and translated each paragraph for Plaintiff and the rest of the team. (¶6) She paused after each translated paragraph for questions but no one asked any;

After she finished she asked if anyone had questions and no one did. (¶6);

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

Employees were notified that they were allowed to decline to sign the arbitration agreement. (¶7).

Jose Luiz Cliento (CFO of InterCambio Express) declares: P’s signature on the attached arbitration agreement is authenticated.

The evidence must be weighed by the Court to determine unconscionability. The documents are in English, but the participants are Spanish speakers, and the presentation was made in Spanish. Although it may be accurate that a direct “translation was not provided,” the Court finds that the agreement was thoroughly explained and participants were invited to ask questions. Plaintiff claims he was not allowed to use his phone to verify the explanation, but he is silent on the issue of whether he was allowed to ask questions.

The Court believes that plaintiff was aware he could ask questions, but chose not to do so. Plaintiff claims he was required to sign before he left the meeting, but Martinez says that they were not required to sign the arbitration agreement. The Court finds Plaintiff has not established this fact. In Subcontracting Concepts (CT), LLC v. De Melo (2019) 34 Cal.App.5th 201, 211, the court states: “First, the Agreement containing that clause was adhesive in that it was imposed on respondent “as a condition of employment” and with “no opportunity to negotiate.” (Armendariz, supra, 24 Cal.4th at p. 115, 99 Cal.Rptr.2d 745, 6 P.3d 669 [“in the case of preemployment arbitration contracts, the economic pressure exerted by employers on all but the most sought-after employees may be particularly acute, for the arbitration agreement stands between the employee and necessary employment, and few employees are in a position to refuse a job because of an arbitration requirement”].)

Second, respondent, who was not fluent enough in English to fully understand legal documents written in English, did not understand what arbitration was and no one explained to him the meaning of any of the 27 clauses in the five-page Agreement, including the arbitration clause. (See Samaniego v. Empire Today LLC (2012) 205 Cal.App.4th 1138, 1142, 1145–1146, 140 Cal.Rptr.3d 492 [finding procedural unconscionability where workers who spoke English as a second language were required to sign an 11-page single-spaced agreement written in English, which was “riddled with complex legal terminology” and in which arbitration provision was set forth in 36th of 37 sections].)

The burden is on the party objecting to arbitration. The evidence is in conflict, and Plaintiff has not established a high degree of procedural unconscionability. He has only established that he did not receive a copy of the agreement to take with him and, the agreement was not written in Spanish. Plaintiff has not established the following: that he was required to sign it; that he was only given a few minutes to consider it; that it was not read to him in Spanish; that he could have been

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

disciplined if he did not sign it; and that he could not ask questions about the document. The level of procedural unconscionability is low. Substantive Unconscionability Scope of the agreement – Plaintiff contends that the agreement is too broad in that it covers any and all claims. Thus, this case is similar to Stoker v. Blue Origin, LLC, (2026) 120 Cal. App. 5th 91, 108 where the court held that where the purported arbitration agreement contained the phrase “including, without limitation, claims arising out of or relating to my employment,” the scope was overbroad as it covers “any and all claims.” Stoker v.

Blue Origin, LLC, (2026) 120 Cal. App. 5th 91, 108.) The language in the subject arbitration agreement uses similar “any and all” language found to be overbroad in the arbitration agreement in Stoker. (Id.) As the court stated in Stoker, “all means all.” (Id.) At issue here is whether the scope is limited to Plaintiff’s employment or does it encompass any claim that could ever arise between the company and Plaintiff. In Cook v. USC the court found the scope of an agreement was too broad when it could cover any injury that the person had related to the defendant, not just related to their employment with defendant.

Cook v. University of Southern California (2024) 102 Cal.App.5th 312, 321 [321 Cal.Rptr.3d 336] (Cook). The scope of the subject agreement arguably offends what Stoker and Cook determined was too broad a scope of agreement. The agreement here includes whereas clauses and then provisions that follow: WHEREAS, Employee is employed by the Company pursuant to an "at will" employment relationship, in which either Party may terminate the employment relationship at any time, for any reason, with or without cause or notice; and

WHEREAS, Employee and the Company desire to resolve any and all disputes between them in the most expeditious and economical fashion possible, regardless of when such claims arose or the date they were asserted; and

WHEREAS, Employee and the Company recognize and agree that arbitration of any and all disputes between them through binding, impartial arbitration is in the best interests of both Parties;

The first whereas clause shows that the employment relationship is what is at issue. The second and third clause then contradictorily reference “any and all disputes” (underlined above). Ambiguity exists in the body of the agreement as follows (underlined and in italics):

1.Any and all claims or controversies arising out of Employee's application or candidacy for employment, employment, or cessation of employment with the Company shall be resolved through final and binding arbitration using

2.The claims which are subject to arbitration shall include, but not be limited to, any and all employment-related claims or controversies, such as breach of employment agreement, breach of the covenant of good faith and fair dealing, negligent supervision or hiring, wrongful discharge in violation of public policy, unpaid wages or overtime under the state and federal wage payment laws, claims for minimum

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

wages, meal and rest period violations, inaccurate wage statement claims, breach of privacy claims, intentional or negligent infliction of emotional distress claims, fraud, defamation, and divulgence of trade secrets.

In Stoker, supra, the arbitration agreement states the following (underlined and italics added):

“I understand and agree that all claims, disputes, or controversies relating to or arising out of my employment with the Company, except for the Excluded Claims listed below, shall be determined by binding arbitration before a single, neutral arbitrator. For purposes of this Arbitration Agreement under Section 6, the term ‘Company’ includes Blue Origin, its parent, subsidiaries, affiliates, successors or assigns, as well as their current and former officers, directors, employees and agents.

“This arbitration agreement applies to any and all claims, disputes, or controversies between the Company and me, including, without limitation, claims arising out of or relating to my employment application and/or hiring process, employment with the Company, and/or any termination of my employment, claims for breach of this Agreement or otherwise relating to or arising out of this Agreement, tort claims, breach of contract claims, wage and hour claims including without limitation under the Fair Labor Standards Act, the Washington Minimum Wage Act and other Washington wage and hour statutes, and any other federal, state, and local wage and hour statutes, fee claims, claims under federal, state and local anti-discrimination, anti-harassment, and anti-retaliation laws and all other statutes governing the employment relationship, and any other employment-related claims, whistleblower claims, and all claims for violation of any federal, state, or other governmental law, statute, regulations, or ordinance (collectively ‘Covered Claims’), except for the following Excluded Claims:

Despite the first paragraph of the Stoker agreement, the court found that the highlighted/ underlined section was too broad and could apply to for example, “[I]f Stoker were to be injured in an automobile accident with another Blue Origin employee years after his employment ended, or if his house were damaged by debris from a Blue Origin rocket. The arbitration provision’s broad scope, thus, renders it substantively unconscionable.”

The arbitration clause is not well drafted and “claims” under the agreement could include anything outside of the employment relationship. The ambiguity of noting “any and all disputes” in the “Whereas clauses” reinforces this problem.

Survives Termination – Plaintiff next argues that the infinite duration of the arbitration is unconscionable under Cook v. Univ. of S. California (2024) 102 Cal.App.5th 312. They point to the “Regardless of when the claims were asserted” language that appears in the “Whereas clause:”

WHEREAS, Employee and the Company desire to resolve any and all disputes between them in the most expeditious and economical fashion possible, regardless of when such claims arose or the date they were asserted; and

Moving party argues that:

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

“Plaintiff also contends that the Agreement is unenforceable under Cook v. Univ. of S. California (2024) 102 Cal.App.5th 312 because it is survives indefinitely following his termination. But the Parties’ Agreement in this case in fact contains no such defect. In Cook, the arbitration agreement stated that is “shall survive the termination of Employee’s employment” and could only be revoked or modified in a “written document that expressly refers to the [agreement] and is signed by the President of the University.” Cook at 325. No such language appears anywhere in the Parties’ Agreement in this instance.”

Strictly interpreting the language of the agreement, it could be argued that it would continue past the end of Plaintiff’s employment, which implicates the holding in Cook, although Cook was more severe because that agreement would terminate only if USC agreed to and signed a document ending the agreement. The subject agreement states only “ regardless of when such claims arose or the date they were asserted ”

Lack of Mutuality

Plaintiff argues that:

“The “paramount consideration” in the court’s analysis is the mutuality of the obligation to arbitrate. (Davis v. Kozak (2020) 53 Cal.App.5th 897, 910; Nyulassy v. Lockheed Martin Corp. (2004) 120 Cal.App.4th 1267, 1287.) Here, the agreements are substantively unconscionable in that they lack mutuality, similar to Cook, because it requires arbitration of disputes between the employee, the employer and “all related and affiliated companies.” In Cook the agreement required the employee to arbitrate claims she might have asserted against USC’s related entities. (Cook, 102 Cal.App.5th at 326.) “The plain language of the arbitration agreement thus provides a significant benefit to [employer’s] related entities without any reciprocal benefit to [employee].” (Id. at p. 349).

Here, as in Cook, the purported arbitration agreement required that Plaintiff not only arbitrate claims against Defendant, but also claims against other third-parties. This makes the agreement overbroad since it requires Plaintiff to arbitrate disputes that do not concern her direct employer and against a plethora of entities.

Further, while a related party may be able to enforce their rights against an employee, it is cumbersome for an employee to enforce arbitration against a non-signatory. (Cook, 102 Cal.App.5th at 348-49.) (holding that “there is no question that it is more difficult for a party to enforce an arbitration agreement against a nonsignatory than it is for a nonsignatory to enforce an arbitration agreement against a party”.)Accordingly, because the purported arbitration agreement contains provisions that lack mutuality, the agreement is substantively unconscionable as a matter of law.”

Defendant counters, arguing that

“Next, Plaintiff contends that the Agreement is unenforceable because it lacks mutuality of the obligation to arbitrate where he claims it does not specifically require

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

Defendant’s related and affiliated companies to arbitrate any claims they may have against Plaintiff. Plaintiff misreads the Agreement. The Agreement is “made and entered into” between “the Parties,” where the Parties are defined as the Employee (Plaintiff) and the Company, defined as “Torres Enterprises Corp. and all related and affiliated companies.” (Cilento Decl. ¶ 7, Ex. A, emphasis added) Thus, the Parties’ agreement to arbitrate “any and all claims or controversies arising out of Employee’s application or candidacy for employment, employment, or cessation of employment with the Company” requires mutuality from Defendant’s related and affiliated companies.

Further, Paragraph 3 states, “This Agreement is further intended to apply to any claim Employee may have against any of the Company's owners, officers, directors, employees, agents, managing agents, or any of its affiliated or related entities, as well as to any claims that the Company or any such persons or entities may have against Employee ” (Cilento Decl. ¶ 7, Ex. A, section 3, emphasis added.) Thus, the Agreement is mutual, and once again Plaintiff’s Opposition mischaracterizes and misrepresents the plain language of the Agreement.”

The agreement provides that:

This Agreement is further intended to apply to any claim Employee may have against any of the Company's owners, officers, directors, employees, agents, managing agents, or any of its affiliated or related entities, as well as to any claims that the Company or any such persons or entities may have against Employee, and to any and all past and future employment relationships Employee may have with the Company regardless of job position or title.

Mutually is express in the agreement. Compare Cook:

The trial court also found the agreement was unconscionable because it lacked mutuality. The agreement requires Cook to arbitrate any and all claims she may have against USC “or any of its related entities, including but not limited to faculty practice plans, or its or their officers, trustees, administrators, employees or agents, in their capacity as such or otherwise.” However, the agreement does not require USC's “related entities” to arbitrate their claims against Cook.

PAGA Waiver- Finally, Plaintiff argues that the agreement is unconscionable because it forces a PAGA waiver.

“Arbitration cannot be compelled as a matter of law because there are impermissible waivers to bring PAGA claims (Adolph v. Uber Technologies, Inc., (2023)14 Cal.5th 1104, 1117 [“[A] predispute categorical waiver of the right to bring a PAGA action is unenforceable” because “such waivers violate California public policy.”].) The Defendant attempts to delegate whether a class action is arbitrable to the Court and parts of a PAGA Representative Action to a Court if it continues but NOT whether the employee is aggrieved and certain questions regarding the enforceability of the agreement. (Cordero Decl., Ex. A 6; 10) This is non-mutual and is further proof of unconscionability, but makes the delegation clause invalid as it is not unmistakable.”

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

Defendant contends in opposition that:

“Finally, contrary to Plaintiff’s assertion, the Agreement does not provide for an unlawful waiver of PAGA claims. Instead, the Agreement merely states that “To the fullest extent permitted by law, the parties agree that they shall not join or consolidate claims submitted for arbitration under this Agreement with those of any other persons, and that no form of class, collective, or representative action shall be maintained without the mutual consent of the parties.” This clause would permit Plaintiff to maintain a representative PAGA claim because the Court of Appeal in Iskanian v.

CLS Transportation, LLC (2014) 59 Cal.4th 348 invalidated representative PAGA action waivers in arbitration agreements – such that the representative action waiver would not be valid “to the full extent of the law.” Plaintiff has asserted such a representative PAGA in this case, which Defendant has not sought to dismiss based on the representative action waiver. Moreover, even if the representative action waiver clause were found to be invalid under that authority, it could clearly be severed in accordance with the severance provision in section 10 of the Agreement as well as applicable law.

See Serpa v. California Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 710; Roman v. Superior Court (2009) 172 Cal.App.4th 1462, 1469. The existence of this clause accordingly does not render the Agreement unenforceable.”

The provision at issue is paragraph 6 of the agreement:

“To the fullest extent permitted by law, the Parties agree that they shall not join or consolidate claims submitted for arbitration under this Agreement with those of any other persons, and that no form of class, collective, or representative action shall be maintained without the mutual consent of the Parties. Notwithstanding any rules adopted by the arbitration company above that may provide otherwise, any dispute over the validity, effect, or enforceability of the provisions of this paragraph, including whether the arbitration may proceed as a class, collective, or representative action, shall be for a court of law and not an arbitrator to decide.”

Paragraph 10 states:

“If, for any reason, any portion of a provision of this Agreement is determined by an arbitrator or a court of competent jurisdiction to be illegal or otherwise invalid, all other provisions or portions thereof of this agreement shall remain in full force and effect, insofar as they are consistent with existing law, and the Parties agree that PAGA claims remain individually arbitrable if the representative action waiver is found invalid under state or federal law. In the event that the employee brings a representative PAGA action but does not pursue an individual claim under PAGA, the issue of whether the employee is an "aggrieved employee" within the meaning of PAGA shall be for the arbitrator to decide.”

Iskanian v. CLS Transportation, LLC (2014) 59 Cal.4th 348 held unenforceable an agreement that compelled waiver of PAGA claims on behalf of others. Paragraph 6 in the is not limited to PAGA

2026CUPP065149: RAFAEL RIVERA CORDERO vs INTERCAMBIO EXPRESS, INC.

claims. It may reasonably be interpreted as prohibiting other forms of representative causes of action, given that it is not limited to PAGA.

Conclusion

The fact that the language of the arbitration agreement covers non-employment issues, makes it substantively unconscionable. However, “An unconscionable contractual term may be severed and the resulting agreement enforced, unless the agreement is permeated by an unlawful purpose, or severance would require a court to augment the agreement with additional terms. [Citation.]” (Penilla v. Westmont Corp. (2016) 3 Cal.App.5th 205, 223 [207 Cal. Rptr. 3d 473].) Severance may be properly denied when the agreement contains more than one unconscionable provision, and “‘there is no single provision a court can strike or restrict in order to remove the unconscionable taint from the agreement.’ [Citation.]”

Cook v. University of Southern California, 102 Cal. App. 5th 312, 328-329 (2024)

The problematic provisions (the “Whereas clauses”) do not state a binding mandate. they only state the parties desire to resolve disputes and recognition that arbitration is in their best interests. Thus, the Court intends to sever the offending language and provisions as follows:

WHEREAS, Employee and the Company desire to resolve any and all disputes between them in the most expeditious and economical fashion possible, regardless of when such claims arose or the date they were asserted; and

WHEREAS, Employee and the Company recognize and agree that arbitration of any and all disputes between them through binding, impartial arbitration is in the best interests of both Parties;

2. The claims which are subject to arbitration shall include, but not be limited to, any and all employment-related claims or controversies, such as breach of employment agreement, breach of the covenant of good faith and fair dealing, negligent supervision or hiring, wrongful discharge in violation of public policy, unpaid wages or overtime under the state and federal wage payment laws, claims for minimum wages, meal and rest period violations, inaccurate wage statement claims, breach of privacy claims, intentional or negligent infliction of emotional distress claims, fraud, defamation, and divulgence of trade secrets.

After severance, the agreement only concerns employment issues. Neither mutuality nor PAGA waiver are issues. Plaintiff has not established procedural unconscionability. The agreement to arbitrate is enforceable.

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