MARK DALY VS. FCA US LLC

August 24, 2026 LAW AND MOTION CALENDAR PAGE 13 Judge: HONORABLE DAVID A. SILBERMAN, DEPARTMENT 11 ________________________________________________________________________

02:00 PM 25-CIV-06722 MARK DALY VS. FCA US LLC, A DELAWARE LIMITED LIABILITY COMPANY LINE 5

MARK DALY ROGER KIRNOS FCA US LLC, A DELAWARE LIMITED LIABILITY COMPANY MEGHAN MCKAY

DEFENDANT FCA US LLC’S MOTION AND MOTION TO COMPEL ARBITRATION AND STAY ACTION

TENTATIVE RULING:

For the reasons stated below, Defendant FCA US, LLC’s (“FCA” or “Defendant”) “Motion to Compel Arbitration and Stay Action,” filed Dec. 2, 2025, is GRANTED. The case is HEREBY STAYED pending completion of the arbitration.

Plaintiff’s May 18, 2026 Objections to Evidence are OVERRULED. The Court agrees that Defendant’s counsel lacks personal knowledge of what occurred at the time that Plaintiff signed the Agreement to Arbitrate. But authentication rules are somewhat relaxed in the context of a motion to compel arbitration. The moving party need only establish, by a preponderance of the evidence, that Plaintiff entered into an agreement to arbitrate. Here, especially where Plaintiff has not denied signing the Agreement to Arbitrate, the foundation/authentication objections are not well-taken.

On March 20, 2024, Plaintiff leased a new 2024 Jeep Wrangler from Future CDJR of Concord. (McKay Decl., ¶ 2. Ex. A-B.) During the lease process, Plaintiff executed both a Lease agreement with the dealer, and a separate, stand-alone, “Agreement to Arbitrate” (“Agreement to Arbitrate,” or “Agreement”), which stated that Plaintiff agreed to arbitrate any claims that Plaintiff might have against FCA. (Id.)

Code Civ. Proc. §§ 1281.2 and 1290.2 create a summary proceeding for resolving petitions to compel arbitration. (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 972.) The petitioner bears the initial burden of proving the existence of an arbitration agreement by a preponderance of the evidence, while a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. (Id.) The trial court sits as the trier of fact, weighing all the affidavits, declarations, and other documentary evidence, and any oral testimony the court may receive at its discretion, to reach a final determination. (Id.)

A party meets its burden of establishing the existence of the arbitration agreement by providing a copy thereof to the Court, or by stating the paragraph verbatim. (Baker v. Italian Maple Holdings, LLC (2017) 13 Cal.App.5th 1152, 1160; Cal. Rules of Court, rule 3.1330.) Here, FCA attaches the Agreement to Arbitrate that Plaintiff signed at the time of the lease. (McKay Decl., ¶ 2. Ex. A-B.) This meets FCA’s burden of setting forth a prima facie showing that Plaintiff agreed to arbitrate his claims against FCA. Plaintiff does not dispute, and could not reasonably dispute, that the broad language of the Agreement to Arbitrate encompasses the warranty claims that Plaintiff asserts against FCA.

Plaintiff’s arguments that FCA has not provided sufficient foundation for, or authentication of, the Agreement to Arbitrate, are unpersuasive. Again, Plaintiff does not contest that he signed the Agreement to Arbitrate.

August 24, 2026 LAW AND MOTION CALENDAR PAGE 14 Judge: HONORABLE DAVID A. SILBERMAN, DEPARTMENT 11 ________________________________________________________________________

Plaintiff argues, in the alternative, that even if the Court finds that Plaintiff agreed to arbitrate his claims against FCA, the Agreement is Arbitrate is unconscionable, and therefore unenforceable. The Court disagrees.

Unconscionability has both a procedural and a substantive element. (Armendariz v. Found. Health Psychcare Servs., Inc. (2000) 24 Cal.4th 83, 114; A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486.) The former (procedural) focuses on “oppression” and “surprise” due to unequal bargaining power. (Armendariz, supra, at 114.) The latter (substantive) focuses on “overly-harsh” or “one-sided” results. Both must be present in order for a court to exercise its discretion to refuse to enforce a contract or clause under the doctrine of unconscionability. (Id.)

But they need not be present in the same degree. (Id.) “Essentially a sliding scale is invoked which disregards the regularity of the procedural process of the contract formation, that creates the terms, in proportion to the greater harshness or unreasonableness of the substantive terms themselves.” (Id.) “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.” (Id.)

“Procedural unconscionability focuses on the elements of oppression and surprise.” (Serpa v. California Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 701-702.) It “addresses the circumstances of contract negotiation and formation, focusing on oppression or surprise due to unequal bargaining power.” (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 246.) “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 terms of the bargain are hidden in a ‘prolix printed form’ drafted by a party in a superior bargaining position.” (Serpa, supra, 215 Cal.App.4th at 703.)

Plaintiff offers no evidence, or even argument, that the Agreement to Arbitrate was hidden or concealed from him. The evidence shows the opposite—the Agreement to Arbitrate was prominently displayed, and would have been very difficult for Plaintiff to miss. When Plaintiff signed the Lease agreement (between Plaintiff and the Dealer), Plaintiff was presented with a separate, stand-alone, “Notice of Agreement to Arbitrate,” with the letters “FCA” appearing in enlarged print at the top of the page. This document stated, in bold font:

Notice of Agreement to Arbitrate

Pursuant to the Agreement to Arbitrate contained below, you agree that you or FCA will resolve any dispute through a neutral, binding arbitration process and not by a court action.

Immediately below the above language, it provides:

Agreement to Arbitrate

Please carefully read this agreement to arbitrate, which applies to any dispute between you and FCA US LLC and its affiliates (together "FCA," “we,” or "us"). If you have a concern or dispute, please send a written notice describing it and your desired resolution to FCA US Office of the General Counsel, 1000 Chrysler Drive, CMS 4985-13-62, Auburn Hills, MI 48326-2766.

If your concern or dispute is not received within 60 days, you agree that any dispute arising out of or relating to any aspect of the relationship between you and FCA will not be decided by a judge

August 24, 2026 LAW AND MOTION CALENDAR PAGE 15 Judge: HONORABLE DAVID A. SILBERMAN, DEPARTMENT 11 ________________________________________________________________________ or jury but instead by a single arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules in effect at the time you signed this agreement. This includes claims arising out of your warranty and claims arising before this Agreement, such as claims related to statements about our products.

We will pay all AAA fees and costs for any arbitration, which will be held in the city or county of your residence. To learn more about the rules and how to begin an arbitration, you may call any AAA office or go to www.adr.org.

The arbitrator may only resolve disputes between you and FCA and may not consolidate claims without the consent of all parties. You and FCA may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any class or representative action .... If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a particular claim for relief or remedy (such as declaratory relief), then that claim or remedy (and only that claim or remedy) shall be severed and must be brought in court and any other claims must be arbitrated.

If you prefer, you may instead take an individual dispute to small claims court.

You may opt out of arbitration within 30 days after signing this agreement by a letter to: FCA US Office of the General Counsel, 1000 Chrysler Drive, CMS 485-13-632, Auburn Hills, MI 48326- 2766, stating your name, Vehicle identification Number, and intent to opt out of the arbitration provision. If you do not opt out, then this agreement to arbitrate is binding.

YOU AGREE TO THE TERMS OF THIS CONTRACT, YOU CONFIRM THAT BEFORE YOU SIGNED THIS CONTRACT, WE GAVE IT TO YOU, AND YOU WERE FREE TO TAKE IT AND REVIEW IT. YOU ACKNOWLEDGE THAT YOU HAVE READ BOTH SIDES OF THIS CONTRACT BEFORE SIGNING BELOW. YOU CONFIRM THAT YOU RECEIVED A COMPLETELY FILLED-IN COPY WHEN YOU SIGNED IT.

[Plaintiff’s signature]

Plaintiff does not dispute that he hand-signed the Agreement to Arbitrate below the above language in all caps. By any objective measure, the Agreement to Arbitrate was quite prominently displayed, and would have been nearly impossible for Plaintiff to miss.

Plaintiff states in his opposing declaration that no one expressly commented on, or explained the Agreement to Arbitrate to him, at the time he signed it. But again, it was very prominently displayed. Plaintiff’s claimed failure to read the Agreement does not suggest procedural unconscionability. (Pinnacle Museum Tower Assn. v. Pinnacle Mkt. Dev. (US), LLC (2012) 55 Cal. 4th 223, 236 (“An arbitration clause within a contract may be binding on a party even if the party never actually read the clause.”)

As to procedural unconscionability, Plaintiff’s sole argument is that the Agreement to Arbitrate constitutes an “adhesion” contract (i.e., an agreement presented on a “take-it-or-leave-it” basis). This argument is not supported.

First, Plaintiff offers no evidence supporting his “take-it-or-leave-it” claim. Although Plaintiff has filed a declaration opposing this motion, his declaration does not state that Plaintiff attempted to discuss or

August 24, 2026 LAW AND MOTION CALENDAR PAGE 16 Judge: HONORABLE DAVID A. SILBERMAN, DEPARTMENT 11 ________________________________________________________________________ negotiate any document that he signed at the time of his lease, nor that he even cared about arbitration or would have tried to negotiate it, or not sign it, assuming he had been aware of it. Based on his declaration, Plaintiff has no basis for suggesting that the agreement was presented on a “take-it-or-leave-it” basis. The “adhesion” argument is based on pure speculation.

Further, and critically, the 30-day opt-out provision is directly inconsistent with the “take-it-or-it” claim. On its face, even after signing, Plaintiff had 30 days to opt-out of the Agreement to Arbitrate. Even if Plaintiff felt that he needed or wanted more time to consider the documents he was signing (of which there is no evidence), Plaintiff had another month to opt-out of the arbitration agreement, but he chose not to.

There is no procedural unconscionability. Because “[b]oth procedural and substantive unconscionability must be shown for the [unconscionability] defense to be established, [although] “they need not be present in the same degree.” (Armendariz, supra, 24 Cal.4th at p. 114.), Plaintiff has not met his burden of demonstrating that the Agreement to Arbitrate is unconscionable. But even were the court to determine that there was some procedural unconscionability, there is also no meaningful substantive unconscionability. While Plaintiff argues that the arbitration agreement only applies to him, on its face it applies to both Plaintiff and FCA.

Plaintiff, alternatively, also argues that the Agreement to Arbitrate lacked consideration because FCA did not offer anything in exchange for Plaintiff’s agreement to arbitrate. The Court disagrees. Plaintiff cites no authority suggesting that the consideration supporting an agreement must be specifically identified in the agreement itself. The consideration can come from the parties’ broader transaction, of which the Agreement to Arbitrate is a part. Here, Plaintiff signed the Agreement to Arbitrate as part of a vehicle lease transaction.

Plaintiff also acknowledges that FCA provided Plaintiff with express and implied warranties, and Plaintiff is now suing to enforce those warranties. Plaintiff cannot, and does not, dispute that FCA provided Plaintiff with an express written warranty for the vehicle, and Plaintiff accepted the benefits of that warranty while agreeing to arbitrate any dispute(s) that Plaintiff might have against FCA. This exchange (a promise for a promise) constitutes sufficient consideration for the Agreement to Arbitrate.

For the foregoing reasons, Defendant FCA’s “Motion to Compel Arbitration and Stay the Civil Action” is GRANTED. The case is hereby STAYED pending completion of the arbitration. (Code Civ. Proc. § 1281.4.)

Any party who contests a tentative ruling must email Dept11@sanmateocourt.org with a copy to all other parties by 4:00 p.m. stating, without argument, the portion(s) of the tentative ruling that the party contests.

If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for the prevailing party shall prepare for the Court’s signature a written order consistent with the Court’s ruling pursuant to California Rules of Court, rule 3.1312 and provide written notice of the ruling to all parties who have appeared in the action, as required by law and by the California Rules of Court. Please note that Local Rule 3.403(b)(iv) states in part “prevailing party on a tentative ruling is required to prepare a proposed order REPEATING VERBATIM the tentative ruling” (emphasis added). The order should be efiled only, do not email or mail a hard copy to the Court.