Jennifer Mireles-Ramirez v. South Bay Motors, LLC, et al.

On December 30, 2024, Plaintiff Mark Gorbonos filed this action against Defendants Ilya Gorbonos, Julia Leytes, STRS, Inc., Angelica Cherpakova, and Royal Hills Realty, Inc. Plaintiff added 2031 Ivar LLC as a defendant in the First Amended Complaint. On November 25, 2025, Plaintiff filed the operative Third Amended Complaint.

The TAC asserts causes of action for (1) fraud, (2) conversion, (3) violation of Penal Code section 496, (4-5) breach of fiduciary duty, and (6) quiet title. Plaintiff alleges that he relied on Defendants to assist with his properties and businesses because he traveled often and had limited English proficiency. Plaintiff's son (Defendant Ilya Gorbonos) and his wife (Defendant Julia Leytes) were entrusted with managing Plaintiff's properties, but allegedly conspired with the other Defendants to defraud Plaintiff. Defendants allegedly misappropriated funds, encumbered the properties, caused defaults and foreclosure sales, transferred the properties to themselves, or manipulated Plaintiff into paying companies owned by Defendant Gorbonos.

On June 22, 2026, Defendnat 2031 Ivar LLC filed the instant motion for leave to file a cross-complaint.

DISCUSSION

"[I]n all cases where a party has an attorney in the action or proceeding, the service of papers, when required, must be upon the attorney instead of the party." (Code Civ. Proc., Sec. 1015.) Here, the proof of service attached to the motion indicates that Defendant served the motion directly to Plaintiff, even though Plaintiff is represented by counsel. The purported emails and mailing receipts attached to Defendant's reply cannot substitute for a proper proof of service. (See Code Civ. Proc., Sec.Sec. 1013a, 1013b.) Therefore, the motion is denied for lack of proper service.

The Court notes, however, that the proposed cross-complaint appears to be compulsory. Therefore, the Court would be inclined to grant the motion, given proper service.

CONCLUSION

Defendant 2031 Ivar LLC's motion for leave to file a cross-complaint is DENIED without prejudice to Defendant filing a properly noticed motion.

JENNIFER MIRELES-RAMIREZ, Plaintiff, v. SOUTH BAY MOTORS, LLC, et al., Defendants. | Case No.: 26STCV15323 Hearing Date: August 21, 2026

[TENTATIVE] order RE: defendants' motion to compel arbitration | | |

BACKGROUND

On May 13, 2026, Plaintiff Jennifer Mireles-Ramirez filed this action against Defendants South Bay Motors, LLC and PVW South Bay, LLC for retaliation, negligent hiring, wrongful termination, and failure to provide employment records. On June 26, 2026, Defendants filed the instant motion to compel arbitration. Plaintiff filed an opposition on August 10, 2026. Defendants filed a reply on August 14, 2026.

LEGAL STANDARD

"On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and that a party to the agreement refuses to arbitrate that controversy, the court shall order the petitioner and the respondent to arbitrate the controversy if it determines that an agreement to arbitrate the controversy exists...." (Code Civ. Proc, Sec. 1281.2.) "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." (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236.)

DISCUSSION

I. Proof of Agreement

"The moving party 'can meet its initial burden by attaching to the motion or petition a copy of the arbitration agreement purporting to bear the opposing party's signature.'" (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165.) "At this step, a movant need not 'follow the normal procedures of document authentication' and need only 'allege the existence of an agreement and support the allegation.'" (Iyere v. Wise Auto Group (2023) 87 Cal.App.5th 747, 755.)

Here, Defendants cite the declaration of their Human Resources Director, who describes the onboarding process and confirms that Plaintiff signed the Company Agreements containing an arbitration provision. (Villa Decl. P.P. 6-9, Ex. A.) The arbitration clause covers "any and all controversies, claims, or disputes with anyone (including the company and any employee, officer, director, shareholder or benefit plan of the company in their capacity as such or otherwise) arising out of, relating to, or resulting from my employment with the Company or the termination of my employment with the Company." (Ibid.)

Plaintiff's digital signature appears underneath the following acknowledgment: I acknowledge and agree that I am executing this agreement voluntarily and without any duress or undue influence by the Company or anyone else. I further acknowledge and agree that I have carefully read this agreement and that I have asked any questions needed for me to understand the terms, consequences and binding effect of this agreement and fully understand it, including that I am knowingly and voluntarily waiving my right to a jury trial. Finally, I agree that I have been provided an opportunity to seek the advice of an attorney of my choice before signing this agreement. (Ibid.)

Plaintiff does not dispute the existence of this agreement or her signature on it. Therefore, Defendants have satisfied their initial burden on the motion. The burden thus shifts to Plaintiff to articulate a defense against enforcement.

II. Unconscionability

Unconscionability has both a procedural and a substantive element. (Aron v. U-Haul Co. of California (2006) 143 Cal.App.4th 796, 808.) Both elements must be present for a court to invalidate a contract or clause. (Ibid.) However, the two elements need not be present in the same degree; courts use a sliding scale approach in assessing the two elements. (Carbajal v. CWPSC, Inc. (2016) 245 Cal.App.4th 227, 242.)

a. Procedural Unconscionability

Procedural unconscionability "focuses on two factors: 'oppression' and 'surprise.' '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 supposedly agreed-upon terms of the bargain are hidden in the prolix printed form drafted by the party seeking to enforce the disputed terms." (Zullo v. Superior Court (2011) 197 Cal.App.4th 477, 484, internal citations omitted.)

Plaintiff argues that the agreement was procedurally unconscionable because she was required to sign it as a condition of employment. An adhesion contract, by itself, presents only a minimal degree of procedural unconscionability. (Serpa v. California Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 704.)

Plaintiff argues that she was "pressured to hurry up and sign" approximately 70 to 100 documents. (Mireles-Ramirez Decl. P. 4.) However, Plaintiff presents no evidence that she was given any deadline to sign the documents or told to "hurry." The fact that a representative guided Plaintiff through the process and told her where to sign is not evidence of oppression. Plaintiff's perception of pressure is unsupported by the record. Dean Gness, the representative who guided Plaintiff through the onboarding process, avers that he allowed Plaintiff to review the documents at her own pace and imposed no time limit. (Gness Decl. P. 4.)

Plaintiff's vague recollection of the number of documents does not demonstrate oppression or surprise. There is no evidence that the arbitration provision was obscured or difficult to comprehend. Plaintiff argues that no one explained arbitration to her. (Mireles-Ramirez Decl. P. 5.) However, "[n]o law requires that parties dealing at arm's length have a duty to explain to each other the terms of a written contract." (Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1674.) It was Plaintiff's obligation to read the contract before signing it. (Ibid.) Because Plaintiff indisputably signed the contract, she is bound by it even if she did not actually read it. (Mendoza v. Trans Valley Transport (2022) 75 Cal.App.5th 748, 777.)

Plaintiff claims that she "was not given the opportunity to take the documents home or encouraged to ask questions." (Mireles-Ramirez Decl. P. 5.) This vague statement does not demonstrate unconscionability. There is no evidence that Plaintiff was prevented from taking the documents home or from asking questions. To the contrary, Gness avers that Plaintiff would have received a printout of the documents had she asked for it and that he would have answered her questions had she asked any. (Gness Decl. P. 4.)

The agreement is not "visually impenetrable," nor does it "challenge the limits of legibility." (See OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 128.) The arbitration provision is confined to one-and-a-half pages and six paragraphs. (Villa Decl., Ex. A.) The only other provision in the Company Agreements is a one-paragraph at-will clause. (Ibid.) The arbitration provision is written in plain language and clearly explains that Plaintiff is foregoing the right to a jury trial. The provision "is not sandwiched in between other topics and is not difficult to find." (See Alvarez v. Altamed Health Services Corp. (2021) 60 Cal.App.5th 572, 583.) The fact that the agreement contains statutory references does not render it unconscionable. The statutory references "are necessary to define the claims covered by arbitration; the references are explained in lay terms." (Id. at p. 592.)

Plaintiff argues that she was "not provided a copy of any arbitration procedures or rules or any case law." (Mireles-Ramirez Decl. P. 7.) First, Plaintiff's complaint about lack of "case law" directly contradicts her prior argument that the agreement contains too many legal references. Plaintiff cannot simultaneously complain that the agreement contains too much and too little information. Moreover, "the failure to attach the [arbitration] rules, standing alone, is insufficient grounds to support a finding of procedural unconscionability." (Peng v. First Republic Bank (2013) 219 Cal.App.4th 1462, 1472.) The agreement specifically refers to the AAA's national rules for the resolution of employment disputes. (Villa Decl., Ex. A.) Plaintiff presents no evidence that she was confused by this reference or that she was unable to locate the applicable rules.

Lastly, Plaintiff argues that she has no legal experience and was not aided by an attorney. (Mireles-Ramirez Decl. P. 9.) However, the agreement is written in plain language, and Plaintiff signed an acknowledgment that she read and understood its terms. (Villa Decl., Ex. A.) The acknowledgment further confirms that Plaintiff was given the opportunity to consult with counsel. (Ibid.) Plaintiff cites no law suggesting that an arbitration agreement is only enforceable against a party with legal training or a represented party. In sum, the Court finds a minimal degree of procedural unconscionability.

b. Substantive Unconscionability

Substantive unconscionability focuses on the actual terms of the agreement and evaluates whether they create overly harsh or one-sided results as to shock the conscience. (Suh v. Superior Court (2010) 181 Cal.App.4th 1504, 1515.)

1. Injunctive Relief

"[A]n arbitration agreement is unfairly one-sided if it compels arbitration of the claims more likely to be brought by an employee, the weaker party, but exempts from arbitration the types of claims that are more likely to be brought by an employer, the stronger party." (Silva v. Cross Country Healthcare, Inc. (2025) 111 Cal.App.5th 1311, 1328.) Nonetheless, "provisions that allow employers to seek a preliminary injunction outside of arbitration for breach of a confidentiality agreement are not, by themselves, unconscionable, simply because they primarily benefit employers." (Alberto v.

Cambrian Homecare (2023) 91 Cal.App.5th 482, 492.) "But additional provisions that waive the employer's need to obtain a bond before seeking an injunction, waive the employer's need to show irreparable harm, and require an employee to consent to an immediate injunction are unconscionable" because "[t]hey exceed the legitimate 'margin of safety' for the employer and are not mutual." (Ibid., emphasis in original.)

Here, the arbitration agreement provides that "any party may also petition the court for injunctive relief where either party alleges or claims a violation of the Employment, Confidential Information, Invention Assignment Agreement between me and the Company or any other agreement regarding trade secrets, confidential information, non-solicitation or labor code Sec.2870." (Villa Decl., Ex. A.) This provision is not unconscionable just because it primarily benefits Defendants. Defendants are entitled to protect their confidentiality and trade secrets through injunctive relief.

However, the provision additionally stipulates that "[any] breach or threatened breach of such an agreement will cause irreparable injury and that money damages will not provide an adequate remedy therefore, and both parties hereby consent to the issuance of an injunction." (Villa Decl., Ex. A.) This allows Defendants to bypass the showing required to establish an injunction and exceeds the "margin of safety." Therefore, this additional stipulation is unconscionable. However, "the strong legislative and judicial preference is to sever the offending term and enforce the balance of the agreement." (Alberto, supra, 91 Cal.App.5th at p. 495.)

Accordingly, the Court severs the unconscionable term. The Court also finds the remainder of the arbitration agreement to be enforceable for the reasons articulated below.

2. Confidentiality Agreement

Plaintiff argues that under Alberto, the Confidentiality Agreement she signed upon onboarding must be read together with the arbitration agreement. (See Vartanian Decl., Ex. D.) Plaintiff then argues that the illegal non-compete and non-solicitation provisions in the Confidentiality Agreement render the arbitration agreement unenforceable.

However, in Alberto, the arbitration and confidentiality agreements were read together because "[t]hey both governed . . . the same issue--how to resolve disputes . . . arising from Alberto's employment." (Alberto, supra, 91 Cal.App.5th at pp. 490-91.) Therefore, "[t]reating them separately fails to account for the overall dispute resolution process the parties agreed upon." (Ibid.) The court found the dispute resolution process, as outlined in both agreements, to be unconscionable. (Id. at p. 492.)

Here, by contrast, the entire dispute resolution process is confined to the arbitration provision in the Company Agreements. (Villa Decl., Ex. A.) The Confidentiality Agreement is silent on dispute resolution. (Vartanian Decl., Ex. D.) Thus, there is no need to refer to the Confidentiality Agreement to determine the enforceability of the arbitration provision. On a motion to compel arbitration, the court is concerned with the enforceability of the arbitration clause, not the enforceability of the overall contract between the parties. (Moncharsh v.

Heily & Blase (1992) 3 Cal.4th 1, 29.) The legality of contract terms other than the arbitration clause is itself a matter for arbitration. (Id. at pp. 29-30.) Plaintiff agreed to arbitrate all disputes arising from her employment or termination thereof. A claim that the non-compete and non-solicitation provisions are illegal falls under the scope of claims that the parties agreed to submit to arbitration. Therefore, the Confidentiality Agreement does not render the arbitration agreement unconscionable.

3. PAGA Waiver

"[A] blanket PAGA waiver is unconscionable under California law." (Alberto, supra, 91 Cal.App.5th at p. 494.) However, the U.S. Supreme Court has held that individual PAGA claims may be separated from the representative claims and independently arbitrated. (Viking River Cruises, Inc. v. Moriana (2022) 596 U.S. 639.)

Here, the arbitration agreement does not contain a PAGA waiver or a waiver of representative claims. Plaintiff complains that the agreement does not specifically exempt PAGA claims from arbitration. But that is not the rule. Moreover, to the extent any part of the agreement can be interpreted as a waiver of representative PAGA claims, the agreement may still be enforced to the extent that it requires arbitration of Plaintiff's individual PAGA claims. (Viking River, supra, 596 U.S. at pp. 660-61.)

4. Sexual Harassment Claims

The federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (EFAA) provides that "no predispute arbitration agreement or predispute joint-action waiver shall be valid or enforceable with respect to a case which is filed under Federal, Tribal, or State law and relates to the sexual assault dispute or the sexual harassment dispute." (9 U.S.C. Sec. 402.)

Plaintiff argues that the arbitration agreement does not contain an exemption for sexual harassment claims. But that is not the rule. The EFAA only invalidates arbitration agreements "with respect to a case" relating to sexual harassment. Thus, the EFAA only applies "when a plaintiff's lawsuit contains at least one claim that fits within the scope of the act." (Liu v. Miniso Depot CA, Inc. (2024) 105 Cal.App.5th 791, 800.) Moreover, even in such a case, the arbitration agreement is unenforceable "at the plaintiff's election." (Doe v. Second Street Corp. (2024) 105 Cal.App.5th 552, 559.) The EFAA does not pertain to unconscionability; it simply invalidates an arbitration agreement in any case involving sexual assault or harassment. Because this case does not involve allegations of sexual assault or harassment, the EFAA has no bearing here.

There is otherwise no law requiring arbitration agreements to specifically exempt sexual harassment claims from arbitration. Plaintiff cites Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 100-01 for the proposition that "an employment contract that required employees to waive their rights under the FEHA to redress sexual harassment or discrimination would be contrary to public policy and unlawful." But the agreement here does not waive Plaintiff's rights under FEHA. The agreement merely governs the forum for resolving employment-related disputes. FEHA does not grant an unwaivable right to a jury trial. To the contrary, Armendariz held that FEHA claims can be arbitrated if the arbitration agreement satisfies five requirements. (Id. at p. 102.) Plaintiff does not contend that the agreement here fails to meet any of the Armendariz requirements.

5. Mutuality

Plaintiff argues that the agreement lacks mutuality because it requires Plaintiff to arbitrate her claims against Defendant and a variety of related entities or individuals, but does not require those other third parties to arbitrate their claims against Plaintiff. However, the agreement applies to "any and all controversies, claims, or disputes with anyone (including the company and any employee, officer, director, shareholder or benefit plan of the company in their capacity as such or otherwise)." (Villa Decl., Ex. A.) This mutually requires arbitration of "any and all" disputes "with anyone," which necessarily includes claims brought by Defendant or its employees, officers, directors, etc. The agreement does not exempt Defendant's related entities or individuals from arbitration.

6. Unilateral Modification

The at-will provision of the Company Agreements states that "all terms and conditions of my employment may be changed or withdrawn at Company's unrestricted option at any time, with or without good cause, except as prohibited by State or Federal laws." (Villa Decl., Ex. A.) Plaintiff argues that this renders the arbitration agreement unconscionable. However, the challenged term is contained in the separate at-will provision and does not pertain to the arbitration agreement. The term does not state that Defendant has a unilateral right to modify the arbitration agreement.

7. Pre-Dispute Jury Waiver

Plaintiff argues that the agreement improperly requires Plaintiff to "waive in advance their right to a jury trial for any dispute for which arbitration is not allowed by law." (See Dougherty v. Roseville Heritage Partners (2020) 47 Cal.App.5th 93, 107.) However, the agreement does not waive Plaintiff's right to a jury trial over non-arbitrable claims. The acknowledgment that "I am knowingly and voluntarily waiving my right to a jury trial" refers to claims covered by the arbitration agreement. Unlike Dougherty, the agreement here does not state that the right to a jury trial is waived even for claims not covered by the agreement. A jury waiver is inherent in every arbitration agreement, and an arbitration agreement is not unconscionable for this reason alone.

In sum, the Court finds a low degree of procedural unconscionability and severs the substantively unconscionable injunctive relief provision. As a result, the arbitration agreement is enforceable.

CONCLUSION

Defendants' motion to compel arbitration is GRANTED, with the following clause stricken from the agreement: "I understand that nay [sic] breach or threatened breach of such an agreement will cause irreparable injury and that money damages will not provide an adequate remedy therefore, and both parties hereby consent to the issuance of an injunction." The case is stayed in its entirety. | Home -->)" -->