LISA MICHELLE ROBLETO VS. FLEXPORT, INC., A DELAWARE CORPORATION ET AL

Matter on the Law & Motion / Discovery calendar for Tuesday, September 23, 2025, Line 6. [Part 1 of 2 of the tentative ruling.] DEFENDANT FLEXPORT, INC.'s MOTION TO COMPEL ARBITRATION. Neither party has briefed some potentially motion-dispositive questions about the interpretation of the agreements at issue. The court orders further briefing on the following issues: 1. Robleto's counsel attaches a purported agreement made on May 22, 2022 when Robleto accepted her offer ("Offer Agreement"). Counsel's declaration lacks personal knowledge, and Robleto does not authenticate the Offer Agreement. Do the parties agree that the Offer Agreement is an agreement between the parties?

2. The Offer Agreement states that "any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the "Disputes") will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco County in connection with any Dispute or any claim related to any Dispute." (Offer Agreement, para. 9.)

The Offer Agreement appears to require all disputes related to Robleto's employment to be litigated in California state or federal courts. Does the Arbitration Agreement supplant the Offer Agreement as to the choice of forum for all employment-related disputes or all disputes?

3. The Offer Agreement includes as Exhibit A the Proprietary Information and Inventions Agreement ("PIIA Agreement"). The PIIA states that the agreement may only be modified by a writing signed by Flexport's president. (PIIA, para. 7.) Does this modification clause apply only to the PIIA, or does it apply to the entire Offer Agreement?

4. The court is inclined to find that the Offer Agreement and the Arbitration Agreement cannot be harmonized as to their choice of forum for all disputes related to Robleto's employment, and the Arbitration Agreement therefore supplants the Offer Agreement to the extent they conflict, except as to those matters set out in the PIIA, which can only be supplanted by a new agreement signed by Flexport's president. The PIIA does not contain a forum-selection clause. Thus, the substantive promises made in the PIIA (i.e. who owns inventions Robleto created while employed at Flexport, etc.) remain, but all disputes relating to Robleto's employment, including intellectual property disputes, must be arbitrated pursuant to the later-adopted Arbitration Agreement.

Either counsel may contest this tentative interpretation in their supplemental briefs. The parties are ordered to submit simultaneous briefs of no more than 10 pages by October 7, 2025, and may submit simultaneous reply briefs of no more than 5 pages by October 15, 2025. The court continues the matter for further briefing to October 23, 2025. [End of part 1 of 2 of the tentative ruling.] =(301/CVA) | |