GHANMA vs GARCIA, et al.

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list.

Once the form is signed it must be filed with the clerk. If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with

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a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will forward the form to the Court Reporter’s Office and an official reporter will be provided.

TENTATIVE RULING

Defendant’s Notice of Motion does not provide notice of the Court’s tentative ruling system, as required by Local Rule 1.06(D). Defendant’s counsel is directed to contact opposing counsel forthwith to advise counsel of Local Rule 1.06 and the Court’s tentative ruling procedure. If Defendant’s counsel is unable to contact opposing counsel prior to the hearing, Defendant’s counsel shall be available at the hearing, in person or remotely (telephonically or by video conference via Zoom as stated in the introductory notice to today’s tentative rulings), in the event opposing counsel appears without following the procedures set forth in Local Rule 1.06(B).

Defendant Volt Management Corp.’s (“Defendant” or “Volt”)) Motion to Compel Arbitration[1] of Plaintiff Shaimaa Ibrahim Ghanma’s (“Plaintiff”) First Amended Complaint (“FAC”) is ruled upon as follows.

Factual Background

This action arises out of the employment of Plaintiff by Defendants VSP Vision Care, Inc. (“VSP”), Altair Eyewear, Inc. (“Altair”), and Volt. Plaintiff alleges that during the course of her employment, she endured discrimination and harassment by a co-worker, which was condoned by management. (FAC, ¶¶ 1, 2.) Plaintiff further alleges that Defendants failed to provide accommodations as required by the Fair Employment and Housing Act (“FEHA”). (FAC, ¶ 4.)

Plaintiff’s complaint alleges causes of action for: (1) Discrimination Based Upon Race/Ethnicity; (2) Discrimination Based Upon Religion; (3) Harassment; (4) Failure to Prevent Discrimination and Harassment; (5) Failure to Provide Accommodation; (6) Wrongful Termination (Constructive Discharge); (7) Whistleblower Retaliation in Violation of Labor Code section 1102.5; (8) Retaliation in Violation of FEHA; (9) Intentional Infliction of Emotional Distress; (10) Claim for Contract Violation; and (11) Claim for Violation of Company Policy.

As part of her employment, Plaintiff entered into an agreement to arbitrate all claims and disputes between herself and Defendant (“Arbitration Agreement”). This agreement states:

I understand and agree that both Volt and I waive our respective rights to

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trial by jury in connection with any claims covered by this agreement to arbitrate. Instead, any disputes arising out of or related to my employment with and/or termination from Volt, my assignment with any Volt client and/or end of such assignment, including privacy claims shall be settled by final and binding arbitration pursuant to the Federal Arbitration Act. I understand and agree that Volt’s employees/agents, Volt’s clients, and their employees/agents are third-party beneficiaries to this agreement.

The arbitration shall be conducted in accordance with the employment rules of the American Arbitration Association (“AAA”), which I understand can be found at www.adr.org or provided to me by Volt at my request. The parties will select one neutral arbitrator, who will have the authority to award all relief in law or equity that is requested by the parties and supported by credible, relevant and admissible evidence. Either party may make a motion to dismiss, for summary judgment or for summary adjudication of issues, and the arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure.

The arbitrator shall allow adequate discovery and issue a written, signed and reasoned award. Judgement may be entered on the arbitrator’s award in any court having jurisdiction, and the award shall be subject to correction, confirmation or vacation as provided by the applicable law concerning judicial review of arbitration awards. Volt will bear the costs that are particular to the arbitration, such as the arbitrator fees. The arbitrator will apply the substantive law of the state in which I was last employed by Volt.

This agreement to arbitrate does not apply to claims for workers’ compensation, unemployment compensation benefits, claims or charges before any administrative agency having jurisdiction over such claims, or any other claim that is not subject to arbitration under federal law. If any claims are deemed non-arbitrable, then those claims will be stayed until resolution of any arbitrable claims.

I understand and agree that, except where prohibited by federal law, all claims subject to this agreement to arbitrate must be pursued on an individual basis, and that both I and Volt waive any right to bring or be a party to any class, collective or representative action. I agree that any issues pertaining to the enforceability, application or validity of this agreement to arbitrate shall be decided only by a court of competent jurisdiction and not by an arbitrator.

(Allen-Garcia Decl., ¶ 8, Ex. A.) Plaintiff electronically signed the document on May 26, 2023. (Id.)

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On or around May 26, 2023, Plaintiff also signed a “VSP arbitration agreement.” (Allen- Garcia Decl., ¶ 10.)

Defendant now moves to compel arbitration pursuant to the terms of the Arbitration Agreement. Plaintiff opposes on the grounds that no valid arbitration agreement exists and the Arbitration Agreement is unconscionable.

Legal Standard

Section 2 of the Federal Arbitration Act (“FAA”) provides:

A written provision in any contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction or an agreement in writing to submit to arbitration an existing controversy shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.

(Underline added for emphasis.)

Under California law, the law is similar; an arbitration must be compelled where there is a valid, binding arbitration agreement unless the opposing party proves the agreement is unenforceable on unconscionability or other grounds. (See, e.g., Armendariz v. Foundation Health (2000) 24 Cal.4th 83, 96-100, 114; Gatton v. T-Mobile USA (2007) 152 Cal.App.4th 571, 579.) In fact, Code of Civil Procedure §1281.2 specifically provides in pertinent part:

On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and that a party thereto refuses to arbitrate such 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, unless it determines that: (a) The right to compel arbitration has been waived by the petitioner; or (b) Grounds exist for the revocation of the agreement.

(Underline added for emphasis.) California has a public policy which encourages arbitrations and arbitration clauses have been repeatedly enforced. (See, e.g., Moncharsh v. Heily & Blasé (1992) 3 Cal.4th 1, 9 [the California Supreme Court stated this state has a “strong public policy in favor of arbitration as a speedy and relatively inexpensive means of dispute resolution”]; Madden v. Kaiser

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Foundation Hospitals (1976) 17 Cal.3d 699, 707 [California’s statutory scheme “evidence[s] a strong public policy in favor of arbitrations [as a] favored method of resolving disputes”]; Gross v. Recabaren (1988) 206 Cal.App.3d 771, 775; Berman v. Dean Witter Co. (1975) 44 Cal.App.3d 999, 1003; Greenfield v. Mosley (1988) 201 Cal.App.3d 735, 744.)

“Under both federal and state law, the threshold question presented by a petition to compel arbitration is whether there is an agreement to arbitrate.” (Sparks v. Del Mar Child and Family Svcs. (2012) 207 Cal.App.4th 1511, 1517.) “In a petition to compel arbitration, the party seeking to compel arbitration bears the burden of proving the existence of a valid arbitration agreement by a preponderance of the evidence. [Citation.] The party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense, including that an arbitration provision is invalid or otherwise not enforceable.” (Brinkley v. Monterey Financial Servs., Inc. (2015) 242 Cal.App.4th 314, 325.)

“The burden of persuasion is always on the moving party to prove the existence of an arbitration agreement with the opposing party by a preponderance of the evidence.” (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 164.) “However, the burden of production may shift in a three-step process.” (Id., at 165.) The moving party meets the initial burden by attaching to the moving papers a copy of the alleged arbitration agreement or setting forth its terms verbatim. (Id.; Cal. Rules of Court, Rule 3.1330.) “For this step, ‘it is not necessary to follow the normal procedures of document authentication.’” (Id. (quoting Candee v.

Longwood Management Corp. (2001) 88 Cal.App.4th 215, 218.) Once the moving party meets its initial prima facie burden, the opposing party bears the burden of producing evidence to challenge the authenticity of the agreement. (Id.) If the opposing party meets its burden, the moving party must then offer admissible evidence to demonstrate the arbitration agreement is valid. (Id.)

The Court must grant a petition to compel arbitration if it determines that the parties agreed to arbitrate the controversy, unless it determines that: (a) the petitioner waived the right to compel arbitration; (b) grounds exist to revoke the agreement; or, (c) a party to the arbitration agreement is also a party to a pending court action or special proceeding with a third party, arising out of the same transaction or series of related transactions and there may be conflicting rulings on a common issue of law or fact. (Code Civ. Proc., § 1281.2; Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.)

Discussion

Plaintiff opposes the motion to compel arbitration on the grounds that Defendant required Plaintiff to sign two, “irreconcilably conflicting arbitration agreements on the

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same day,” in order to permit Defendant to cherry-pick the agreement the most favorable to it. Plaintiff further argues that the agreement is procedurally and substantively unconscionable.

Existence of a Valid Agreement

Plaintiff argues that no valid arbitration agreement exists, due to the lack of mutual assent. Specifically, Plaintiff argues that because she signed both the arbitration agreement found in the “Acknowledgment: Employee Guide” (Allen-Garcia Decl., ¶ 8, Ex. A), and the “VSP arbitration agreement” (Allen-Garcia Decl., ¶ 10), the existence of contradictory agreements requires that “no valid contract was formed, citing to Silva v. Cross Country Healthcare, Inc. (2025) 111 Cal.App.5th 1311.”[2]

In Silva, the plaintiff signed two agreements with the same defendant-employer, an employment agreement and an arbitration agreement. The two agreements contained contradictory language, as the arbitration agreement provides that all claims arising out of the employment were to be resolved via arbitration and the employment agreement provided that all suits arising out of the employment agreement were to be brought in Los Angeles federal or state court if the defendant employer “so chooses.” (Id, at pp. 1318-1319.)

The Second District Appellate Court found that pursuant to Civil Code section 1642[3] the two agreements were “made as parts of substantially one transaction” and “relat[e] to the same matters” and as such, should be “construed together” for purposes of assessing unconscionability. (Id., at pp. 1322-1323.) Read together, the Court concluded that the arbitration agreement was unconscionable, inter alia, because it obligated the defendant’s employees to arbitration claims more likely to be brought by them while exempting from arbitration claims more likely to be brought by the employer. the appellate court held that the (Id., at pp. 1326-1328 [holding that an 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”].)

The Court also found that the term in the employment agreement requiring consent to injunctive relief without a bond was substantively unconscionable, rending the arbitration agreement unenforceable when read together with the employment agreement. (Id. at pp 1329-1330.)

As an initial matter, the language of the VSP arbitration agreement is not before the Court. As such, the Court has no basis to determine that there is any contradictory agreement that would undermine the validity of the arbitration agreement submitted by Volt in support of its motion. While Plaintiff makes arguments regarding the terms of the VSP arbitration in her Opposition, Plaintiff submits no evidence in support of her Opposition, including the VSP arbitration agreement upon which many of the arguments are based. Accordingly, Volt has met its burden of demonstrating a valid arbitration

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agreement through its submission of the Volt arbitration agreement, electronically signed by Plaintiff (Allen-Garcia Decl., ¶ 8, Exs. A-B), and Plaintiff has submitted no evidence to the contrary.

Nevertheless, based on the arguments before the Court (and the reference to the VSP arbitration agreement generally in the declaration of Doris Allen-Garcia), it appears that the “VSP arbitration agreement” is between Plaintiff and VSP. (See Opp’n at 2:23-24 [“on the very same day, Plaintiff was required to sign a separate, multi-page “Mutual Agreement to Arbitrate Disputes” with VSP”] (emphasis added).) To the extent this is the case, Silva does not stand for the proposition that the mere existence of two agreements—with two different parties—prevents the formation of any valid contract with either separate party.

As discussed in more detail above, the Silva Court found that the terms of the arbitration agreement were unconscionable when considered in light of the terms of the employment agreement, both of which were between the same parties. Here, while Plaintiff argues that the employment agreement arbitration provision with Volt conflicts with the terms of the VSP arbitration agreement, Plaintiff does not provide the language of the VSP agreement, nor does she provide any explanation as to exactly how the terms are contradictory.

A court need not consider an issue where reasoned, substantial argument and citation to supporting authorities are lacking. (Woods v. Horton (2008) 167 Cal.App.4th 658, 677; Addam v. Superior Court (2004) 116 Cal.App.4th 368, 373; People v. Gray (1998) 66 Cal.App.4th 973, 994.) Moreover, Plaintiff does not provide any authority to support the position that contracts between different parties should be taken together, as such a position would be contrary to the plain language of Civil Code section 1642, which is the basis for the Silva Courts holding that the two contracts needed to be read together. (Silva, supra, 111 Cal.App.5th at 1324-1326; Civil Code § 1642 [“Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.”].)

As the Volt arbitration agreement is the only arbitration agreement before the Court and as Plaintiff has presented no other argument as to why the arbitration agreement is not valid, the Court finds that a valid arbitration agreement exists between the parties.[4]

Further, the Court finds that the causes of action against Volt in the operative complaint are within the scope of the arbitration agreement, as all of the claims arise out of Plaintiff’s employment/termination of employment with Volt and/or Volt’s client.

Unconscionability

Plaintiff argues that the arbitration agreement here is unconscionable because it is a contract of adhesion and because the terms of the agreement are unconscionable.

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The Court may refuse to enforce any contract determined to be unconscionable. (Civil Code, § 1670.5.) “One common formulation of unconscionability is that it refers to ‘an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.’ ” (Sonic-Calabasas A, Inc. v. Moreno (2013) 57 Cal.4th 1109, 1133.) “As that formulation implicitly recognizes, the doctrine of unconscionability has both 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.) “Although both must appear for a court to invalidate a contract or one of its individual terms [citations]; they need not be present in the same degree: '[T]he 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.” (Roman v.

Super. Ct. (2009) 172 Cal.App.4th 1462, 1469 [quoting Armendariz v. Foundation Health Psychare Services, Inc. (2000) 24 Cal.4th 83, 114]; accord Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1243- 1244.)

Unconscionability of the Agreement – Procedural Unconscionability

Plaintiff argues the Agreement is procedurally unconscionable because it is a standardized contract of adhesion and because the arbitration provision is “buried” under other provisions in the two-page employment acknowledgement agreement.[5]

“‘Procedural unconscionability’ concerns the manner in which the contract was negotiated and the circumstances of the parties at that time. [Citation.] It focuses on factors of oppression and surprise.” (Kinney v. United Healthcare Servs. (1999) 70 Cal.App.4th 1322, 1329.) “The oppression component arises from an inequality of bargaining power of the parties to the contract and an absence of real negotiation or a meaningful choice on the part of the weaker party.” (Ibid.) “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.” (Roman, supra, 172 Cal.App.4th at 1469 [internal quotation marks and citations omitted].)

“There are degrees of procedural unconscionability. At one end of the spectrum are contracts that have been freely negotiated by roughly equal parties, in which there is no procedural unconscionability.” (Baltazar, supra, 62 Cal.4th at 1244 [internal quotation marks and citations omitted].) “Contracts of adhesion that involve surprise or other sharp practices lie on the other end of the spectrum.” (Ibid. [internal quotation marks and citations omitted].)

“Ordinary contracts of adhesion, although they are indispensable facts of modern life that are generally enforced [citation], contain a degree of procedural unconscionability even without any notable surprises, and 'bear within them the clear danger of

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oppression and overreaching.’ ” (Baltazar, supra, 62 Cal.4th at 1244.)

In Roman v. Superior Court (2009) 172 Cal.App.4th 1462, the court determined that an arbitration provision was not “buried” in an employment agreement where it “was contained on the last page of a seven-page employment application, underneath the heading ‘Please Read Carefully, Initial Each Paragraph and Sign Below.’ It was set forth in a separate, succinct (four-sentence) paragraph.” (Roman v. Superior Court (2009) 172 Cal.App.4th 1462, 1471.) Here, as in Roman, the arbitration provision of the employment agreement is clearly labeled, the document is only two pages long, and it contains a notice in unambiguous language regarding the effect of the arbitration provision. The procedural unconscionability as the result of the location of the section, if any, is minimal.

The Court agrees the arbitration agreement has at least some degree of procedural unconscionability since it was a contract of adhesion. However, this alone is not sufficient to invalidate the contract.

The Court concludes that Plaintiff has not shown sufficient procedural unconscionability to warrant, by itself, invalidation of the arbitration agreement.

Unconscionability of the Agreement – Substantive Unconscionability

Plaintiff argues that the arbitration agreement is substantively unconscionable because the VSP arbitration agreement limits discovery to a single deposition and further discovery in the discretion of the arbitrator. Plaintiff further argues that the agreement is substantively unconscionable, as Defendant may choose between the two arbitration agreements, permitting additional discovery if Defendant elected to proceed via the VSP arbitration agreement.

“Substantive unconscionability focuses on the actual terms of the agreement and evaluates whether they create overly harsh or one-sided results [citations], that is, whether contractual provisions reallocate risks in an objectively unreasonable or unexpected manner. [Citation.]” (Roman, supra, 172 Cal.App.4th at 1469-1470 [internal quotation marks omitted].)

While Plaintiff argues that the VSP arbitration agreement limits discovery to a single deposition, Plaintiff does not submit the VSP arbitration agreement, and Defendant has not moved to compel arbitration under the VSP arbitration agreement. The arbitration agreement with Volt, at issue here, does not limit or restrict the right to discovery. Plaintiff makes no argument that arbitration would be limited under the employee acknowledgement arbitration agreement. The VSP arbitration agreement is not before the Court, and thus cannot form the basis of a finding of unconscionability.

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Plaintiff’s argument that Defendant’s ability to choose between the two agreements creates substantive unconscionably is similarly unpersuasive, given that the Court cannot evaluate the terms of the second agreement. Further, as set forth above, based on the representations of Plaintiff’s counsel, it appears that the VSP arbitration agreement was made between Plaintiff and a different Party.

In sum, the Court concludes that Plaintiffs have not shown sufficient unconscionability to warrant invalidation of the arbitration agreement.

Delay

Plaintiff contends that Volt has waived its right to arbitration through unreasonable delay.

In this case, the First Amended Complaint was filed on March 7, 2025. However, it appears that service was not effected upon Defendant Volt until June 13, 2025. Volt filed an Answer on July 31, 2025, and the instant Motion to Compel was filed on November 19, 2025.

In determining a waiver, the court can consider whether: (1) the party’s actions are inconsistent with the right to arbitrate; (2) “the litigation machinery has been substantially invoked” and the parties “were well into preparation of a lawsuit” before the party notified the opposing party of an intent to arbitrate; (3) a party either requested arbitration enforcement close to the trial date or delayed for a long period before seeking a stay; (4) a defendant seeking arbitration filed a counterclaim without asking for a stay of the proceedings; and (5) “important intervening steps [e.g., taking advantage of judicial discovery procedures not available in arbitration] had taken place.” (Quach v. California Commerce Club, Inc. (2024) 16 Cal.5th 562, 573, 580.)

The Court finds that, based on the facts before it, there is not a sufficient basis to support a finding of waiver. There is no evidence or argument showing that Defendant engaged conduct inconsistent with the right to arbitrate, that the litigation machinery has been substantially invoked, or that the delay in seeking arbitration was for an inordinate period of time. Rather, Plaintiff only points to delay (characterizing it as an eight-month delay from the filing of an amended complaint, when it appears service occurred three months after the filing of that complaint). It also appears that the Parties engaged in a number of communications during the period of July through November 2025 regarding Defendant’s position that Plaintiff’s claims were subject to arbitration. (See Exh. B to Elhaiesahar Decl.)

Disposition

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For the stated reasons, Defendant’s petition to compel arbitration is GRANTED. The matter is ordered to arbitration as to Defendant Volt Management Corp.

The Court declines to dismiss the instant matter, as Defendant has provided no argument as to why the Court should exercise its discretion to dismiss the instant action, as opposed to staying the matter with respect to those claims covered by the arbitration agreement. The action is stayed with regard to Plaintiff’s claims against Volt Management Corp. pending arbitration.

The minute order is effective immediately. No formal order pursuant to California Rules of Court, rule 3.1312 or further notice is required.

[1] The Notice of Motion and Motion to Compel Arbitration expressly states that

Defendant Volt Management Corp. dba Volt Workforce Solutions is moving for an order to compel arbitration. However, in its Memorandum of Points and Authorities, Defendant asserts that the Court should find that Defendants VSP Vision Care, Inc. (“VSP”) and Altair Eyewear, Inc. (“Altair”) are entitled to enforce the Arbitration Agreement at issue. (Memorandum of Points and Authorities at pp. 13-17.) Defendants VSP and Altair are both represented by counsel that is different from counsel for Volt, and they have not filed a Motion to Compel Arbitration.

Nor have Defendants VSP and Altair filed any document that provides notice that they seek to join in the pending motion. (See L.R. 2.09 “Joining Motions of Other Parties” [“If a party desires to receive the same relief as another party and files papers 'joining' another party's motion, the court will not consider the papers to be a separate motion and will not grant relief to the party joining the motion unless that party has complied with all procedural requirements for the filing of motions, including payment of filing fees, proper notice, format of motion and method of service.”].)

Nothing before this Court provides a basis for the Court finding that Defendant Volt has the authority to make any requests regarding Defendants VSP or Altair. Accordingly, the Court makes no findings regarding whether Defendants Altair or VSP could seek to compel arbitration, as the issue is not properly before the Court. [2] Plaintiff presents no evidence or argument that Plaintiff did not sign the arbitration

agreements. [3] “Several contracts relating to the same matters, between the same parties, and made

as parts of substantially one transaction, are to be taken together.” [4] Plaintiff contends that Code of Civil Procedure section 1281.2(c) grants the Court

discretion to “refuse to enforce the arbitration agreement” to avoid conflicting rulings.” (Pl’s Opp’n at 4:23-24.) Section 1281.2(c) applies where “there is the possibility of conflicting rulings on a common issue of law or fact” when “a party to the arbitration agreement is also a party to a pending court action or special proceeding with a third party, arising out of the same transaction or series of related transactions.” Plaintiff has not provided any argument regarding what the common issues of law or fact may be in

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this case for which there is the potential for inconsistent rulings; rather, it appears that conflict at issue is between two different arbitration provisions, only one of which is before the Court, and only one of which is seeking to be enforced by only one Defendant, Volt.

Plaintiff also cites to Code of Civil Procedure section 1281.3, asserting that it mandates the court resolve conflict where agreements “contain inconsistent provisions.” Section 1281.3 applies to a Petition to consolidate separate arbitration proceedings. In this case, there are not yet any arbitration proceedings and the current motion to compel concerns only one Defendant’s motion to compel arbitration proceedings; no other motions to compel arbitration have yet been filed based on the Court’s review of the Register of Actions in this case. Further, no party has petitioned the Court for an order consolidating the proceedings. [5] To the extent that Plaintiff argues procedural unconscionability on the grounds that

the terms of the arbitration agreement conflict with the terms of the VSP agreement, as set forth above, the terms of the VSP agreement are not properly before this Court.