GALLANT vs ORANGE TREEIDENCE OPCO, LLC

offend "traditional notions of fair play and substantial justice," a standard established in International Shoe Co. v. State of Wash. (1945) 326 U.S. 310, 316.

Specific Jurisdiction

Specific jurisdiction exists only if (1) the defendant has purposefully availed himself of forum benefits; (2) the controversy arises out of the defendant's contacts with the forum; and (3) jurisdiction comports with fair play and substantial justice (Pavlovich v. Superior Court (2002) 29 Cal. 4th 262, 269). The relationship must arise out of contacts the “defendant himself” creates with the forum state, not from the unilateral activity of the plaintiff (Walden v. Fiore (2014) 571 U.S. 277, 283–284).

In this case, the Louz Defendants contend they have no pervasive contacts with California. Mere knowledge that a plaintiff is located in California—or that harm might be suffered there—is insufficient to constitute purposeful direction (Pactec Holdings, LLC v. Shanghai Zhongyan Info. Tech. Co. (2025) 2025 WL 750913). Furthermore, simply entering into a contract with a California resident does not automatically subject a nonresident to specific jurisdiction (Aquila, Inc. v. Superior Ct. (2007) 148 Cal. App. 4th 556, 572).

Purposeful Direction

For tort claims, the Court applies a “purposeful direction” test, requiring evidence of intentional conduct deliberately targeting the forum state (Casey v. Hill (2022) 78 Cal.App.5th 1143, 1170). The Plaintiff’s complaint fails to establish any such connection or purposeful targeting of California by the Louz Defendants.

Lack of Opposition

The Court further notes that the Plaintiff has not filed an opposition to this motion. Under Herzberg v. County of Plumas (2005) 133 Cal.App.4th 1, 20, a failure to oppose may be deemed an abandonment of the issue. The Court considers the lack of opposition to be an admission that the motion is meritorious.

4. CASE # CASE NAME HEARING NAME GALLANT vs ORANGE MOTION TO COMPEL

TREEIDENCE OPCO, LLC ARBITRATION Tentative Ruling:

Defendant’s Motion to Compel Arbitration as to the 1st, 2nd, and 3rd causes of action, is granted; conditioned on Defendant’s election to advance plaintiff’s share of the arbitration cost under Roldan v. Callahan & Blaine (2013) 219 Cal.App.4th 87, 96; as to Plaintiff Laura Caitlin Gallant Hurtado’s individual 4th cause of action for wrongful death, it is denied. Entire Action is stayed pending completion of arbitration.

Length of Opposition

In reply, Defendant contends that Plaintiffs’ Opposition exceeds the 15-page limit under CRC rule 3.1113(d) and asks the court to disregard it. The Opposition is 20 pages long. A memorandum exceeding the permissible page limits “must be filed and considered in the same manner as a late-filed paper”; i.e., the court in its discretion may refuse to consider it in ruling on the motion (CRC 3. 1113(g).) However, the court exercises its discretion to consider the Opposition as Defendant filed a substantive reply and identifies no resulting prejudice.

MERITS

Upon the petition/motion of a party to an agreement to arbitrate, the court must grant a petition to compel arbitration unless it finds: no written agreement to arbitrate exists; the right to compel arbitration has been waived; grounds exist for revocation of the agreement; or litigation is pending that may render the arbitration unnecessary or create conflicting rulings on common issues. (C.C.P., § 1281.2.) A proceeding to compel arbitration is in essence a suit in equity to compel specific performance of a contract. (Freeman v.

State Farm Mutual Auto Insurance Co. (1975) 14 Cal.3d 473, 479.) The petition/motion to compel must set forth the provisions of the written agreement and the arbitration clause verbatim, or such provisions must be attached and incorporated by reference. (CRC rule 3.1330; see also Condee v. Longwood Mgmt. Corp. (2001) 88 Cal.App.4th 215, 218–19.) The party seeking arbitration must prove the existence of the arbitration agreement. (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236.)

The burden then shifts to the opposing party to prove any defense such as unconscionability. (Id.)

“In ruling on a petition to compel arbitration, the trial court may consider evidence on factual issues relating to the threshold issue of arbitrability .... Parties may submit declarations when factual issues are tendered with a motion to compel arbitration.” (Engineers & Architects Assn. v. Community Development Dept. (1994) 30 Cal.App.4th 644, 653.) In the summary proceedings on a motion to compel arbitration, “the trial court sits as a trier of fact, weighing all the affidavits, declarations, and other documentary evidence, as well as oral testimony received at the court’s discretion, to reach a final determination.” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 972.)

The Federal Arbitration Act and California Arbitration Act do not create a presumption that arbitration is favored over litigation. Rather, they require arbitration agreements to be placed “upon the same footing as other contracts” and enforced according to ordinary contract principles. (Quach v. California Commerce Club, Inc. (2024) 16 Cal.5th 562, 579.) The California Supreme Court has clarified that relying on a general policy favoring arbitration “as an interpretive presumption” is “misplaced.” (Fuentes v. Empire Nissan, Inc. (2026) 19 Cal.5th 93, 110.) Thus, the court must determine whether a valid agreement exists, whether it covers the dispute, and whether any generally applicable defense defeats enforcement.

Existence of the Agreement

With its motion, Defendant submitted a copy of the arbitration agreement that Decedent signed on 5/21/25. (Dickens Decl., ¶ 3, Ex. B.) The agreement was also e-signed by Ariona Quijano on behalf of Defendant. (Ibid.) The agreement is sufficient under Condee v. Longwood Management Corp. (2001) 88 Cal.App.4th 215, 218-19, which holds that the moving party ordinarily may meet its initial burden by alleging the agreement’s existence and attaching a copy. “[U]nless there is a dispute over authenticity, it is sufficient for a party moving to compel arbitration to recite the terms of the governing provision.” (Sprunk v.

Prisma LLC (2017) 14 Cal.App.5th 785, 793.) Quijano further declares that “I was present at the time that Ms. Gallant signed the arbitration agreement. The signature of the Resident line is that of Ms. Gallant. I signed the agreement as the facility representative as seen on pages 4 and 5.” (Quijano Decl., ¶ 4.) Plaintiffs submitted no declaration denying Decedent’s signature or otherwise challenging authenticity. Plaintiff’s daughter instead argues only that she is a nonsignatory. (Hurtado Decl., ¶ 2.)

Defendant has therefore established, by a preponderance of the evidence, the existence of an agreement between Decedent and Defendant.

Whether that agreement is enforceable and whether it covers Hurtado’s individual wrongful-death claim are separate questions.

FAA

The FAA governs. First, the agreement states that:

“the parties agree that this Agreement is to be governed by the Federal Arbitration Act (9 U.S.C. §§1-16) and the procedural rules set forth in the Federal Arbitration Act shall govern any and all arbitration proceedings...”

(Dickens Decl., Ex. B, §7.2.) The parties may elect to apply the FAA, even if there is no interstate commerce. (Victrola 89, LLC v. Jaman Properties 8, LLC (2020) 46 Cal.App.5th 337, 355.) Even so, section 7.1 identifies Defendant’s participation in “Medicare and/or Medi-Cal programs” and procurement of “supplies from out of state vendors.” It further states that the admission “involves interstate commerce.” The FAA therefore applies. (Aviation Data, Inc. v. American Express Travel Related Services Co. (2007) 152 Cal.App.4th 1522, 1534-35.)

Scope of the Agreement

Section 2.1 of the agreement covers:

“any dispute between Resident, including Resident’s heirs and/or agents, ... that relates to the provision of care, treatment and services the Facility provides to the Resident, (collectively referred to herein as “Facility), including any action for injury or death arising from negligence, torts, intentional tort and/or statutory causes of action (including all California

Welfare and Institutions Code sections, all California Business and Professions Code sections, Health and Safety Code section 1430), and all other statutory claims under any applicable California code...”

(Dickens Decl., Ex. B, § 2.1.) Section 5.1 makes the agreement “effective as of the date of the Resident’s first admission to the Facility.” (Id., § 5.1.) Here, the first three causes of action (elder abuse/neglect, negligence, and patient’s rights) arise from care provided during Decedent’s residency at Defendant’s facility. The agreement would cover those claims.

The Wrongful-Death Claim

Plaintiff’s daughter argues that she is not a signatory to the agreement and cannot be bound. From the records, both signature lines on the agreement for a “Legal Representative/Agent of Resident and Individually” are blank. (Dickens Decl., Ex. B, pp. 4 & 5.) Section 3.1 states that representatives, family members, and heirs “who execute this Agreement below” agree to arbitrate claims brought in their individual capacities. (Id., § 3.1.) Plaintiff’s daughter did not execute the agreement in any capacity. The agreement’s reference to heirs cannot, by itself, supply her consent to arbitrate her claim.

“In California, wrongful death claims, unlike survivor claims, are not derivative of the decedent’s own claims; they are, rather, independent statutory actions accruing to a decedent’s heirs for pecuniary injuries suffered by the loss of a relative.” (Holland v. Silverscreen Healthcare, Inc. (2025) 18 Cal.5th 364, 375, emphasis added.) Ruiz v. Podolsky (2010) 50 Cal.4th 838 creates a limited exception for wrongful death claims based on “professional negligence” (as defined in CCP § 1295) and “manifests an intent to bind” heirs. (Holland, supra, 18 Cal.5th at 375.) Wrongful death claim brought against skilled nursing facility based on neglect of a resident’s basic welfare and safety needs was not necessarily a claim for professional negligence. (Id. at 380-81.)

Here, the FAC principally alleges failures to provide custodial care, instead of medical malpractice. The FAC alleges that Defendant failed to provide hygiene assistance, failed to monitor the Foley catheter and vital signs, failed to timely report changes in condition and abnormal findings, and failed to assist Decedent in obtaining timely medical care. (FAC, ¶¶ 25-39, 54-66.) The Holland court identifies that failures involving personal hygiene, routine monitoring, and assistance in obtaining medical care generally fall “on the custodial side of the line,” rather than professional negligence. (Holland, supra, 18 Cal.5th at 380.) Hurtado therefore should not be compelled to arbitrate her individual 4th cause of action for wrongful death.

Unconscionability

If an arbitration agreement satisfies the minimum requirement for validity, as here, it must be enforced unless the party opposing enforcement can prove that the agreement is both procedurally and substantively unconscionable. (Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1243.) The party resisting arbitration bears the burden of

proving unconscionability. (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114 (“Armendariz”).) Unconscionability has a procedural and a substantive element, “the former focusing on oppression or surprise due to unequal bargaining power, the latter on overly harsh or one-sided results.” (Ibid. (citation and quotation marks omitted).) But they need not be present to the same degree. Rather, courts invoke a “sliding scale” to determine unconscionability: “The more substantively oppressive the contract 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 114.) “Although both elements must be present before a contract or contract provision is rendered unenforceable on grounds of unconscionability, they are reviewed in tandem such that ‘the greater the degree of substantive unconscionability, the less degree of procedural unconscionability that is required to amend the contract or clause.’” (Kinney v.

United HealthCare Services, Inc. (1999) 70 Cal.App.4th 1322, 1329.)

Procedural

Procedural unconscionability concerns the manner in which the contract was negotiated. It may result from either oppression or surprise due to unequal bargaining power. (Malone v. Sup.Ct. (California Bank & Trust) (2014) 226 Cal.App.4th 1551, 1561.)

Here, there is some degree of procedural unconscionability. Defendant presented a standardized form to a medically vulnerable resident who depended on the facility for extensive activities of daily living. The record contains no evidence that Decedent could negotiate any term. Defendant also presented the agreement on 5/21 (about 15 days after admission on 5/6) and made it retroactive to the first day of care. These created unequal bargaining power and some potential for surprise.

However, the agreement was separate from the admission agreement. (Dickens Decl., Ex. B.) It also stated at the top of the first page, in bold, that signing was not a condition of admission or continued care. (Id.) Immediately before the signature lines, section 12.2 repeated the warning “that its execution is not a precondition to receiving medical treatment, care, services and/or for admission to the Facility and is not a requirement to continue to receive medical treatment, care and services at the Facility.” (Id., §12.2.)

Section 6.1 allowed the agreement to be “rescinded by written notice within thirty (30) days of signature.” (Id., §6.1.) Quijano describes the facility’s general practice and procedures of explaining the agreement and allowing signers to ask questions about the admission documents and the arbitration agreement (although she does not specifically state that she explained this agreement to Decedent in a manner that Decedent understood.) (Quijano Decl., ¶¶ 2-4.) On balance, there is a modest degree of procedural unconscionability.

Substantive

Substantive unconscionability focuses on the terms of the agreement and the presence of overly harsh or one-sided results such as to shock the conscience. (Suh v. Superior

Court (CHA Hollywood Medical Center, L.P.) (2010) 181 Cal.App.4th 1504, 1515; Martinez v. Master Protection Corp. (2004) 118 Cal.App.4th 107, 113.)

Here, the agreement requires arbitration of the resident’s negligence, torts, and personal-injury claims, but exempts “disputes pertaining to collections or evictions” from arbitration. (Dickens Decl., Ex. B, § 3.1.) This collections-and-evictions exception preserves a forum for the claims Defendant is likely to bring, but compelling arbitration of the claims a resident is likely to bring. The court in Lopez v. Bartlett Care Center, LLC (2019) 39 Cal.App.5th 311 considered similar nursing facility language and held that the collections-and-evictions exception is “clearly one-sided, benefitting only the Facility, and thus renders the agreement itself substantively unconscionable.” (Id. at 322, internal quotation marks omitted.) Section 3.1 here appears to be substantively unconscionable for the same reason.

Plaintiffs’ remaining challenges do not show additional substantive defects. Section 10.1 allocates arbitrator expenses and fees “equally among all parties except as otherwise permitted or required by law.” (Dickens Decl., Ex. B, § 10.1.) “[I]f the trial court determines that any of these plaintiffs is unable to share in the cost of the arbitration, ... [Defendant] can elect to either pay that plaintiff’s share of the arbitration cost and remain in arbitration or waive its right to arbitrate that plaintiff’s claim.” (Roldan v. Callahan & Blaine (2013) 219 Cal.App.4th 87, 96.) Hurtado declares that she cannot personally afford to pay arbitration fees, but she does not address whether Decedent’s estate has assets. (Hurtado Decl., ¶¶ 3-5.) The record here therefore does not support invalidating the agreement on cost grounds.

Also, the agreement itself does not restrict discovery. CCP § 1283.05(a) allows the parties to the arbitration “the right to take depositions and to obtain discovery regarding the subject matter of the arbitration.” (CCP § 1283.05(a).) Also, section 7.3’s exclusion of CCP §1281.2(c) aligns with the parties’ selection of the FAA and applies to both sides. (Dickens Decl., Ex. B, § 7.3.) These provisions do not appear to add to the onesidedness required to invalidate the entire agreement.

The real question here is severance. Section 11.1 states that an “[i]f any provision in this Agreement is held invalid, such holding shall not impact the validity of the remaining provisions of this Agreements[sic].” (Dickens Decl., Ex. B, § 11.1.) The collections-andevictions exception discussed above can be removed without altering the procedures governing Plaintiffs’ claims. “Courts have rejected the proposition that more than a single unconscionable provision in an arbitration agreement precludes severance.” (Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 516, internal quotation marks omitted.) Under the “qualitative” and “totality of the circumstances” standards, modest procedural unconscionability and one severable defect do not show that the agreement is “permeated with unconscionability.” (Id., at 518.)