Christopher Reddy v. Collin Douglass, et al.

Christopher Reddy v. Collin Douglass, et al., 25CV-0635

Hearing: Motion to Compel Arbitration

Date: September 2, 2026

Christopher Reddy filed this action against Entegris, Inc., Collin Douglass and Misty Epperson on October 2, 2025. Plaintiff alleges nine causes of action for 1) discrimination in violation of the Fair Employment and Housing Act (FEHA); 2) hostile work environment harassment in violation of FEHA; 3) retaliation in violation of FEHA; 4) failure to prevent discrimination, harassment, or retaliation in violation of FEHA; 5) whistleblower retaliation (Labor Code section 1102.5); 6) negligent hiring, supervision and retention; 7) wrongful termination in violation of public policy; 8) intentional infliction of emotional distress; and 9) defamation.

Defendants filed an answer on November 21, 2025.

On April 13, 2026, Defendants filed a motion to compel arbitration and stay this action. Plaintiff opposes the motion.

I. Standard

“[U]nder both federal and California law, arbitration agreements are 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. § 2; see also, Code Civ. Proc., § 1281.)” (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 98.) In deciding arbitrability of a controversy, the court determines (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue. (Chiron Corp. v. Ortho Diagnostic Systems, Inc. (9th Cir. 2000) 207 F.3d 1126, 1130; Trinity v. Life Ins. Co. of North America (2022) 78 Cal.App.5th 1111, 1120 [threshold question is whether an agreement to arbitrate exists].)

“The petitioner bears the burden of proving the existence of a valid arbitration agreement by the preponderance of the evidence, and a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense.” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 972; Knutson v. Sirius XM Radio Inc. (9th Cir. 2014) 771 F.3d 559, 565 [party seeking to compel arbitration has burden of proving existence of agreement to arbitrate].)

II. Standard

Defendants contend the Federal Arbitration Act governs the agreement here as Plaintiff’s employment involved interstate commerce, and Plaintiff does not dispute its application. (Eperson Decl, ¶ 2; Stauffer Decl., ¶ 2.)

“[U]nder both federal and California law, arbitration agreements are 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. § 2; see also, Code Civ. Proc., § 1281.)” (Armendariz v. Foundation Health Psychcare

Services, Inc. (2000) 24 Cal.4th 83, 98.) In deciding arbitrability of a controversy, the court determines (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue. (Chiron Corp. v. Ortho Diagnostic Systems, Inc. (9th Cir. 2000) 207 F.3d 1126, 1130; Trinity v. Life Ins. Co. of North America (2022) 78 Cal.App.5th 1111, 1120 [threshold question is whether an agreement to arbitrate exists].)

If the court determines that an agreement to arbitrate exists, it must order the parties to arbitration unless it finds that “(a) the right to compel arbitration has been waived by the moving party, (b) grounds exist for revocation of the agreement, or (c) a party to the arbitration agreement is also a party to a pending court action with a third party arising out of the same transaction.” (Sargon Enterprises, Inc. v. Browne George Ross LLP (2017) 15 Cal.App.5th 749, 762, citing Code Civ. Proc., § 1281.2; 9 U.S.C. § 2 [arbitration agreements valid “save upon such grounds as exist at law or in equity for the revocation of any contract”].)

“The petitioner bears the burden of proving the existence of a valid arbitration agreement by the preponderance of the evidence, and a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense.” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 972; Knutson v. Sirius XM Radio Inc. (9th Cir. 2014) 771 F.3d 559, 565 [party seeking to compel arbitration has burden of proving existence of agreement to arbitrate].)

III. Discussion

a. Agreement to Arbitrate

Entegris is a publicly-held corporation (NASDAQ: ENTG) that supplies advanced materials and process solutions to the semiconductor and other high technology sectors, both within the United States and globally and has facilities through the United States including, at its corporate headquarters in Massachusetts, as well as in Arizona, California, Colorado, Connecticut, Illinois, Minnesota, Nevada, North Carolina, Oregon, Pennsylvania, Texas, and Utah. (Stauffer Decl., ¶ 2.)

Entegris offers certain employees Restricted Stock Units (RSU) in Entegris common stock. (Stauffer Decl., ¶ 4.) RSUs are a benefit designed to reward and incentivize employees. To receive their RSU benefit, the employee must agree to a Global Restrictive Stock Units Award Agreement (RSU Agreement), which includes a Restrictive Covenant Agreement, and, for U.S. participants, an Arbitration Agreement. (Ibid.) Employees who are awarded Restricted Stock Units are able to access and accept the RSU Agreement only through their NetBenefits® account. (Ibid.)

Reddy was employed as Senior Director, Product Development Engineering for Entegris at Entegris’ San Luis Obispo until January 6, 2025, on which date he was terminated. (Epperson Decl., ¶ 3.)

Plaintiff was notified of his RSU Award via company email on April 20, 2024, and provided with a link to NetBenefits®. (Stauffer Decl, ¶ 5.) Upon logging in to their NetBenefits® account, RSU recipients must click on three documents, all of which open as PDFs: (1) the Global RSU Award Agreement (RSU Agreement; Ex. 4) (which includes the Arbitration Agreement as Exhibit B), (2)

the 2020 Stock Plan and (3) the Stock Plan Prospectus. (Id., at ¶ 6.) Plaintiff had 120 days to consider the RSU Award before the award would be deemed forfeited. (Ibid.)

Paragraph 2.9(b) of the RSU Agreement, “Disputes,” provides that “[i]f that Participant is located in the United States, the Participant agrees to be bound by the Arbitration Agreement attached hereto as Exhibit B.” A “Participant” is defined as any key employee, non-employee director, consultant or advisor who receives a restricted stock unit award. (Stauffer Decl., Ex. 4.)

Exhibit B to the RSU Agreement is the “Arbitration Agreement for United States Participants” (the Arbitration Agreement). (Ex. 4, pp. 63-671.)

The Agreement to Arbitrate provides that:

If I have been employed in the United States of America by Entegris Inc., or a subsidiary or affiliate of Entegris, Inc. (Entegris Inc., together with its subsidiaries and affiliates, will hereinafter be referred to as “Entegris”), then Entegris and I mutually agree that all disputes between us of any kind or type whenever they may arise will be submitted exclusively to final and binding arbitration as specified herein... (Ex. 4, p. 63, ¶ I.)

Examples of claims subject to arbitration pursuant to this Arbitration Agreement include, but are not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Fair Labor Standards Act, and claims under state and local law, including claims for workers' compensation retaliatory discharge and claims under the [sic] any state or local minimum wage law, overtime law, wage payment law or sick leave law. (Ex. 4, p. 63, ¶ I.)

The final paragraph of the Arbitration Agreement provides that “I have read, reviewed and understand the content of this document. By clicking on the Accept Your Grant tile, I hereby agree to all the terms, conditions, and obligations set forth in this Arbitration Agreement.” (Ex. 4, p. 67.)

To accept the RSU award, employees in the United States are required to open and review the RSU Agreement, which they can print and save. (Stauffer Decl., ¶ 8.) In order to click the tile to accept the award, the employee must first click two separate boxes that specify that the employee agrees to the RSU Agreement, Restrictive Covenant Agreement and the Arbitration Agreement. (Ibid.)

Plaintiff electronically signed and accepted the RSU Agreement and the Arbitration Agreement on May 2, 2024. (Stauffer Decl., ¶ 8.) Plaintiff could access his signed RSU Agreement (including

1 The first fourteen pages of the RSU Agreement are not numbered; page numbers begin on page 15, which is the second page of Exhibit A, the Restrictive Covenant Agreement for Employees in the United States. Nor is the first page of Exhibit B, page 63, numbered. 3

the Arbitration Agreement) through his NetBenefits® account, which identified him as “Participant Name: Chris T. Reddy[,] Employee ID: 12968.” (Id. at ¶ 7.)

Plaintiff also admits to signing the RSU Agreement. (Reddy Decl., ¶ 7.) The Court finds an agreement to arbitrate exists. 2

b. Delegation of Arbitrability and Enforceability

The Arbitration Agreement contains a delegation provision.

The arbitrator(s) shall have the sole and exclusive authority to decide questions regarding the enforceability of this Arbitration Agreement, the arbitrability of a particular dispute (including, without limitation, whether I am an “aggrieved employee” under the California Private Attorneys General Act of 2004 (“PAGA”), if applicable), and the interpretation of terms of this Arbitration Agreement or terms contained in the Employment Arbitration Rules, except the arbitrator(s) shall not have the authority to decide any dispute regarding the enforceability of the parties’ agreement not to arbitrate claims on a class, collective or representative action basis.

Only a court of competent jurisdiction may rule on the enforceability of the parties' agreement to arbitrate exclusively on an individual basis and not on a class, collective or representative action basis. Entegris and I agree to stay any representative PAGA action filed in a court of court of competent jurisdiction while individual PAGA claims are arbitrated. (Ex. 4, p. 65, emphasis added.)

Plaintiff specifically challenges the enforceability of the delegation provision 3; thus, the Court must first determine whether the delegation provision is enforceable.

2 Defendants contend that Plaintiff is bound to the contract on grounds of equitable estoppel. However, the doctrine of equitable estoppel is generally applied when a non-signatory attempts to enforce an arbitration agreement. For example, Boucher v. Alliance Title Co., Inc. (2005) 127 Cal.App.4th 262, cited by Defendants, invoked equitable estoppel against a signatory suing a non-signatory on an employment agreement and attempting to avoid the arbitration clause. Defendants cite no authority showing that the doctrine of equitable estoppel applies as between two signatories to the agreement, rather than legal principles governing enforcement of contracts.

3 “If the party's challenge is directed to the agreement as a whole--even if it applies equally to the delegation clause--the delegation clause is severed out and enforced; thus, the arbitrator, not the court, will determine whether the agreement is enforceable. In contrast, if the party is making a specific challenge to the delegation clause, the court must determine whether the delegation clause itself may be enforced.” (Malone, supra, 226 Cal.App.4th at pp. 1559–1560.) 4

A delegation clause requires issues of interpretation and enforceability of an arbitration agreement to be resolved by the arbitrator. Delegation clauses have the potential to create problems of circularity. For example, suppose an arbitration agreement delegates the issue of enforceability to the arbitrator. If the arbitrator concludes that the arbitration agreement is, in fact, not enforceable, this would mean that the entire agreement, including the delegation clause, is unenforceable— a finding that would undermine the arbitrator's jurisdiction to make that finding in the first place.

For this reason, courts have treated the delegation clause as a separate agreement to arbitrate solely the issues of enforceability. In other words, courts have separately enforced an enforceable delegation clause; thus, it has been held that whether the arbitration agreement as a whole is ultimately held to be unenforceable will have no bearing on the enforcement of the delegation clause itself.

(Malone v. Superior Court (2014) 226 Cal.App.4th 1551, 1559 (Malone), emphasis in original, citing Bruni v. Didion (2008) 160 Cal.App.4th 1272, 1287.)

If, as here, the party is making a specific challenge to the delegation clause, “the court must determine whether the delegation clause itself may be enforced (and can only delegate the general issue of enforceability to the arbitrator if it first determines the delegation clause is enforceable).” (Malone, supra, 226 Cal.App.4th at p. 1560, citing Rent-A-Center, West, Inc. v. Jackson (2010) 561 U.S. 63, 70; see also Nielsen Contracting, Inc. v. Applied Underwriters, Inc. (2018) 22 Cal.App.5th 1096, 1109 (Nielsen) [“California courts have recognized that a court is the appropriate entity to resolve challenges to a delegation clause nested in an arbitration clause when a specific contract challenge is made to the delegation clause”].)

Both the United States Supreme Court and California courts agree that for a delegation clause to be enforceable, it must be clear and unmistakable. (Malone, supra, 226 Cal.App.4th at p. 1560.) “[W]hen the parties have clearly and unmistakably agreed to delegate questions regarding the validity of the arbitration clause to the arbitrator[,] ... [those] delegation clauses are generally enforceable according to their terms.” (Nielsen Contracting, Inc. v. Applied Underwriters, Inc. (2018) 22 Cal.App.5th 1096, 1108, citations omitted.)

Plaintiff contends that the parties’ intent to delegate is not clear and unmistakable. However, Plaintiff’s argument conflates the clarity of the delegation provision with surprise and procedural unconscionability, contending that the provision is “buried” in the agreement and does not indicate his intent to delegate arbitrability. 4

4 To the extent that Plaintiff contends that the delegation provision does not show an unmistakable intent to delegate arbitrability and enforceability questions because he did not read the agreement before signing, “[a] cardinal rule of contract law is that a party's failure to read a contract, or to carefully read a contract, before signing it is no defense to the contract's enforcement.” (Desert Outdoor Advertising v. Superior Court (2011) 196 Cal.App.4th 866, 872.) To the extent the argument is procedural unconscionability, that is addressed below.

The Court finds that delegation provision in the Arbitration Agreement here is a clear and unmistakable delegation of the scope and enforceability of the Arbitration Agreement to the arbitrator. (See Malone, supra, 226 Cal.App.4th at p. 1560 [finding clause providing that “The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement” to be clear and unmistakable].)

Thus, the delegation clause is therefore enforceable unless it is unconscionable.

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. We have referred to these two aspects of unconscionability as its procedural and substantive elements. The procedural element concerns the circumstances of contract negotiation and formation, particularly oppression or surprise due to unequal bargaining power. The substantive element, by contrast, concerns the fairness of an agreement's actual terms, i.e., whether those terms are overly harsh or one-sided.

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. 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.

When there is substantial procedural unconscionability, even a relatively low degree of substantive unconscionability may suffice to render the agreement unenforceable. Substantive terms that, in the abstract, might not support an unconscionability finding take on greater weight when imposed by a procedure that is demonstrably oppressive. Although procedural unconscionability alone does not invalidate a contract, its existence requires courts to closely scrutinize the substantive terms to ensure they are not manifestly unfair or one-sided. The ultimate issue in every case is whether the terms of the contract are sufficiently unfair, in view of all relevant circumstances, that a court should withhold enforcement.

(Fuentes v. Empire Nissan, Inc. (2026) 19 Cal.5th 93, 102–103 (Fuentes), internal citations and quotations omitted.)

“Because unconscionability is a contract defense, the party asserting the defense bears the burden of proof.” (Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal.4th 899, 911.)

Plaintiff contends that the delegation clause is procedurally unconscionable because the delegation clause appears “buried” on page 65 of the 80-page RSU Agreement as part of Exhibit B; that no one from Entegris highlighted the delegation clause; that the cross-referenced document did not give Plaintiff fair reason to understand that he was agreeing to surrender the Court’s authority to decide arbitrability; that he was given an opportunity to negotiate the terms; and, that he has no

legal training and did not fully understand the legal significance of the RSU Agreement at the time he signed it. (Reddy Decl., ¶¶ 5-7.)

However, Plaintiff had 120 days to review the documents before the offer would be deemed forfeited, during which time he could download, save and/or print the PDF agreements. (Stauffer Decl., ¶¶ 5, 6, 8.) Before Plaintiff could accept the RSU award, he had to open the documents, click “accept” and had to first click two boxes that plainly showed he was agreeing to an arbitration agreement. (Id., at ¶¶ 6, 8.) If plaintiff had not initially noticed the arbitration agreement, he was notified of it with plenty of time to go back and review it.

Plaintiff declares that the RSU Agreement was mandatory, and he understood that signing the Agreement was a condition of his continued employment with Entegris. (Reddy Decl., ¶ 5.) However, neither the email notifying Plaintiff of the award nor the RSU Agreement make any representation that accepting the RSU Agreement and the stock award was a condition of continued employment; the RSU Agreement discusses a forfeiture of the stock award, not of employment itself. (Stauffer Decl., Exs. 3, 4.)

The Court finds a low level of procedural unconscionability.

Plaintiff does not identify any lack of mutuality or substantively unconscionable provisions in the delegation clause itself, contending only that his lack of intent to delegate arbitrability is “reinforced by the substantial procedural unconscionability infecting the agreement as a whole,” and that the “same oppression and surprise that prevented meaningful assent to the arbitration provision prevented meaningful assent to its sub-provisions.” (Opp. p. 20, ll. 16-18.)

The Court finds that the delegation provision in the Arbitration Agreement is not unconscionable.

Therefore, with one exception, Plaintiff’s arguments that the scope of claims in the Arbitration Agreement extends as to only his participation in the 2020 Stock Plan, not to employment claims generally, and that the Arbitration Agreement as a whole is unconscionable, are properly for the arbitrator to decide, rather than the Court. The Court makes no findings on those arguments and defenses, other than the following.

The delegation provision provides that “the arbitrator(s) shall not have the authority to decide any dispute regarding the enforceability of the parties’ agreement not to arbitrate claims on a class, collective or representative action basis. Only a court of competent jurisdiction may rule on the enforceability of the parties' agreement to arbitrate exclusively on an individual basis and not on a class, collective or representative action basis. Entegris and I agree to stay any representative PAGA action filed in a court of court of competent jurisdiction while individual PAGA claims are arbitrated.”

Plaintiff brings no class or representative claims in this action. However, he contends that the arbitration provision unlawfully waives his right to bring a PAGA action, rendering the entire agreement unenforceable. (Opp., pp. 11-13.) The enforceability on the Arbitration Agreement’s waiver of class and representative claims was not delegated to the arbitrator.

The Court finds that the Agreement does not contain an impermissible waiver of PAGA under current law. The parties agree that class and representative claims shall not be arbitrated, and that the “parties intend to waive their right to have claims heard on a class, collective or representative action basis to the fullest extent permitted by law.” (Stauffer Decl., Ex. 4, p. 65, emphasis added.) The Arbitration Agreement further specifies that “Entegris and I agree to stay any representative PAGA action filed in a court of competent jurisdiction while individual PAGA claims are arbitrated.” (Ibid.)

This does not constitute an impermissible waiver of PAGA claims but comports with the current authority allowing the splitting and arbitration of “individual” PAGA claims and a stay of “representative” PAGA claims, to be heard by the Court after resolution of the arbitration. (Viking River Cruises, Inc. v. Moriana (2022) 596 U.S. 639; Adolph v. Uber Technologies, Inc. (2023) 14 Cal.5th 1104, 1123.)

ORDER

Defendants’ motion to compel arbitration is granted. This action shall be stayed pending the arbitration.

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