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

25CV003272: GHANMA vs GARCIA, et al. 05/04/2026 Hearing on Motion to Compel Arbitration and Stay Action in Department 8D

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.

****NOTICE: EFFECTIVE APRIL 13, 2026, THIS DEPARTMENT HAS MOVED TO THE TANI G. CANTIL-SAKAUYE COURTHOUSE LOCATED AT 500 G. ST. SACRAMENTO, CA. MOTIONS NOTICED FOR DEPARTMENT 25 WILL BE HEARD IN DEPARTMENT 8D OF THE NEW COURTHOUSE. ALL HEARINGS WILL TAKE PLACE AT THIS NEW LOCATION*****

TENTATIVE RULING:

Defendants VSP Vision Care, Inc. and Altair Eyewear, Inc.’s (“Defendants”) motion to compel arbitration is DENIED.

I. Overview

This action arises out of the employment of Plaintiff Shaimaa Ibrahim Ghanma (“Plaintiff”) by Defendants VSP Vision Care, Inc. (“VSP”), Altair Eyewear, Inc. (“Altair”), and Volt Management Corp. (“Volt”). Plaintiff alleges that during the course of her employment, she endured discrimination and harassment by a co-worker, which was condoned by management. (First Amended Compliant (“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.

Moving Papers. Defendants move to compel the action to arbitration pursuant to an arbitration agreement that Plaintiff purportedly signed with co-Defendant Volt on May 26, 2023 (“Volt Agreement”). The arbitration agreement provides, in pertinent part:

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

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.

(Declaration of Courtney Patton (“Patton Decl.”), Ex. B (emphasis in italics added).)

Defendants contends that Plaintiff’s claims fall within the Volt Agreement as Defendants are Volt’s client and because Plaintiff’s claims arise from her employment. Defendants argue they may enforce the agreement as third party beneficiaries, under agency principles, and on equitable estoppel grounds.

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Opposition Papers. Plaintiff argues that Defendants are attempting to selectively enforce the Volt Agreement while ignoring that Defendants have their own separate arbitration agreement with Plaintiff. Plaintiff provides a copy of an arbitration agreement that Plaintiff purportedly signed with Defendants on May 26, 2023 (“VSP Agreement”), during the same signing session in which the Volt Agreement was signed. The VSP Agreement provides, in pertinent part:

This Mutual Agreement to Arbitrate Disputes (“Agreement”) is made and entered into as of __05/26/2023____, 20___ (“Effective Date”) by and between Vision Service Plan, its parent, subsidiaries and/or affiliated entities and their predecessors (hereinafter “VSP”), and _SHAIMAA A IBRAHIM__, an individual (the “Contract Worker”) (VSP and the Contract Worker are collectively referred to herein as the “Parties”).

1. Intent of Agreement. It is the intent of Contract Worker and VSP that this Agreement will govern the resolution of all disputes, claims, complaints, allegations and any other matters in question arising out of or relating to the Parties’ relationship. The Parties shall resolve all disputes arising out of or relating to their relationship in accordance with the provisions of this Agreement.

2. Mandatory Arbitration. VSP and Contract Worker agree that, except as otherwise provided in this Agreement, any claim, complaint or dispute that cannot be resolved informally between the Parties that relates in any way to the Parties’ relationship, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including any claims filed against officers, directors, supervisors, employees or other agents of VSP related to the Contract Worker’s assignment at VSP, shall be submitted to binding arbitration administered by JAMS as the sole and exclusive forum and shall be initiated by filing a timely written notice of claim(s) with JAMS.

JAMS shall administer a final and binding arbitration in accordance with the then-current JAMS Employment Arbitration Rules & Procedures for employment arbitrations. JAMS rules are available online at http://www.jamsadr.com/rules-employment-arbitration. In addition to visiting the website, Contract Worker can call either JAMS at (310) 392-3044, their employer or VSP’s Human Resources department if Contract Worker has any questions about the arbitration process. If JAMS Employment Arbitration Rules and Procedures are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern.

(Declaration of Melissa Yoest (“Yoest Decl.”), Ex. B (emphasis in italics added).)

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Plaintiff argues that Defendants cannot rely on the third-party beneficiary, agent, and estoppel theories stated in their motion since Defendants have a separate agreement, with irreconcilable terms. Plaintiff also argues that the two conflicting arbitration agreements shows a lack of mutual assent to arbitration, that the VSP agreement is procedurally and substantively unconscionable, that Defendants’ waived their right to arbitration by delaying bringing the instant motion, and that the Court should denied the motion pursuant to Code of Civil Procedure section 1281.2, subdivision (c) on the basis that other claims against individually named defendants have not been compelled to arbitration and present a risk of inconsistent rulings.

Reply. Defendants filed a belated reply, which was considered by the Court. Defendants argues, without relevant authority, that it may selectively enforce the Volt Agreement notwithstanding the “the differences in the designated arbitral forum (AAA versus JAMS) and discovery procedures” since both agreements evidence the parties’ intent to arbitrate all disputes. (Reply at 4:22-25.)

II.

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.

California law is similar. On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy, the court shall order the petitioner and the respondent to arbitrate the matter if it determines that an agreement to arbitrate the controversy exists, unless it determines that: (a) the right to compel arbitration was waived by the petitioner; (b) grounds exist for the revocation of 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 is a possibility of conflicting rulings on a common issue of law or fact. (Code Civ.

Proc., § 1281.2.) Stated differently, 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.)

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“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. Vista Del Mar Child and Family Svcs. (2012) 207 Cal.App.4th 1511, 1517.) “Absent a clear agreement to submit disputes to arbitration, courts will not infer that the right to a jury trial has been waived.” (Id. at p. 1518.) “A party seeking to compel arbitration has the burden of proving the existence of a valid agreement to arbitrate.” (Ibid.) “Once that burden is satisfied, the party opposing arbitration must prove by a preponderance of the evidence any defense to the petition.” (Ibid.)

On a petition to compel arbitration, the trial court must first determine whether an “agreement to arbitrate the controversy exists.” (Code Civ. Proc., § 1281.2.) “Because the existence of the agreement is a statutory prerequisite to granting the petition, the petitioner bears the burden of proving its existence by a preponderance of the evidence.” (Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.) The party seeking arbitration can meet its initial burden by attaching to the petition a copy of the arbitration agreement purporting to bear the respondent’s signature.

(Bannister v. Marinidence Opco, LLC (2021) 64 Cal.App.5th 541, 543–544; Cal. Rules of Court, rule 3.1330.)

“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 p. 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. (Ibid.; Cal. Rules of Court, Rule 3.1330.) “For this step, ‘it is not necessary to follow the normal procedures of document authentication.’” (Ibid. [quoting Condee v.

Longwood Management Corp. (2001) 88 Cal.App.4th 215, 219].) 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. (Ibid.) If the opposing party meets its burden, the moving party must then offer admissible evidence to demonstrate the arbitration agreement is valid. (Ibid.) Notably, in a recent published opinion which constitutes binding precedent in this jurisdiction, the Third District Court of Appeal followed the analytical framework set forth in Gamboa. (See, Brockman v.

Kaiser Foundation Hospitals (2025) 114 Cal.App.5th 569, 586-588 [citing Gamboa].)

Nonsignatories generally may not compel contractual arbitration. (JSM Tuscany, LLC v.

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Superior Court (2011) 193 Cal.App.4th 1222, 1236-1237.) However, there are clear exceptions where arbitration agreements may be enforced by a nonsignatory, but a non-party must show some basis for extending the agreement to them. (See, e.g., Westlye v. Look Sports, Inc. (1993) 17 Cal.App.4th 1715, 1728.) Whether a nonsignatory may be entitled to enforce an arbitration agreement or may be bound by such an agreement is a question of state law even where the FAA applies. (Arthur Andersen LLP v. Carlisle (2009) 556 U.S. 624, 631.)

Under California State law, there are at least six different theories by which a non-signatory may be bound to arbitrate: (1) incorporation by reference; (2) assumption; (3) agency; (4) veil-piercing or alter ego; (5) estoppel; and (6) third-party beneficiary. (Philadelphia Indemnity Ins. Co. v. SMG Holdings, Inc. (2019) 44 Cal.App.5th 834, 840-841 [citing Suh v. Superior Court (2010) 181 Cal.App.4th 1504, 1513].)

III. Evidentiary Rulings

Defendants’ unopposed request for judicial notice is granted for the limited purposes permitted for judicial notice. (See, Evid. Code, § 451, subd. (a); § 452, sub. (b)-(d); see also, Johnson & Johnson v. Superior Court (2011) 192 Cal.App.4th 757, 768 [court may take judicial notice of the existence of court documents but not to the truth of the statements contained therein]; Kilroy v. State of California (2004) 119 Cal.App.4th 140, 145-148; Sosinsky v. Grant (1992) 6 Cal.App.4th 1548, 1569-70.)

Defendants’ objection to Plaintiff’s evidence filed in reply is overruled.

IV.

Discussion

In this case, it appears undisputed that there are two arbitration agreements implicated: (1) the arbitration agreement that Defendants seek to enforce that was entered into by Plaintiff and co-Defendant Volt; and (2) the arbitration agreement that was entered into by Plaintiff and Defendants. The moving and opposing papers indicate that both agreements were signed in the course of a single transaction, namely Plaintiff’s employment with Defendants as facilitated by Volt. Plaintiff does not appear to dispute that Defendants are Volt’s clients. Thus, based on the evidence and argument before the Court, it appears that both agreements were executed by the same parties as part of the same transaction.

Neither party presents sufficient authority to guide the Court as to whether the contracts should be construed together, whether one agreement supersedes the other, or whether a party may select which contract it wants to enforce in the event that two contracts between the parties address the same issue but contain different terms. Since

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it is Defendants’ burden to show that there was a clear agreement to arbitrate, Defendant’s failure to provide sufficient legal authority and argument to support its implicit suggestion that it may selectively enforce one agreement and not the other is sufficient to deny the motion.

Based on the facts before the Court, Civil Code section 1642 appears to apply under the circumstances. Civil Code section 1642 states, “Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.”

Although there is a strong policy in favor of arbitration under both California and federal law, “this policy does not override ordinary principles of contract interpretation.” (Rice v. Downs (2016) 248 Cal.App.4th 175, 185.) “The ordinary rules of contract interpretation apply to arbitration agreements.” (Rice, supra, 284 Cal.App.4th at p. 185; Hotels Nevada, LLC v. Bridge Banc, LLC (2005) 130 Cal.App.4th 1431, 1435 [accord].) “A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.” (Civ.

Code, § 1636.) In determining the “mutual intention of the parties,” courts perform an “objective” evaluation of the meaning of the contract. A court considers “‘what the outward manifestations of consent would lead a reasonable person to believe.’” (Roth v. Malson (1998) 67 Cal.App.4th 552, 557.) “The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.” (Civ. Code, § 1638.) “When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible[.]” (Civ.

Code, § 1639.) “A contract may be explained by reference to the circumstances under which it was made, and the matter to which it relates.” (Civ. Code, § 1647; see Nish Noroian Farms v. Agricultural Labor Relations Bd. (1984) 35 Cal.3d 726, 735 [“The factual context in which an agreement was reached is also relevant to establish its meaning unless the words themselves are susceptible to only one interpretation”].)

“While it is the rule that several contracts relating to the same matters are to be construed together, it does not follow that for all purposes they constitute one contract. . . [J]oint execution would require the court to construe the two agreements in light of one another; it would not merge them into a single written contract.” (Mountain Air Enterprises, LLC v. Sundowner Towers, LLC (2017) 3 Cal.5th 744, 759 [internal citations and quotation marks omitted].) Additionally, “[w]here there is an inconsistency between two agreements both of which are executed by all of the parties, the later contract supersedes the former.” (Frangipani v. Boecker (1998) 64 Cal.App.4th 860, 863.)

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Applying the principles above, it appears that the VSP Agreement should govern any arbitration between the parties. The VSP Agreement includes as its first paragraph, a section entitled “Intent of Agreement.” (Yoest Decl., Ex. B.) This provisions explicitly states:

It is the intent of Contract Worker and VSP that this Agreement will govern the resolution of all disputes, claims, complaints, allegations and any other matters in question arising out of or relating to the Parties’ relationship. The Parties shall resolve all disputes arising out of or relating to their relationship in accordance with the provisions of this Agreement.

(Ibid.) The VSP Agreement identifies Plaintiff as the “Contract Worker” and Defendants as “VSP,” since VSP includes “Vision Service Plan, its parent, subsidiaries and/or affiliated entities and their predecessors.” (Ibid.) Thus, the VSP Agreement evidences a specific intent that any arbitration between these two parties should be governed by the arbitration clause contained therein.

Although the Volt Agreement as contains an arbitration provision that appears to encompass both parties, that agreement is less specific. While the Arbitration provision identifies “Volt’s employees/agents, Volt’s clients” as “third-party beneficiaries,” it does not expressly name Defendants for include any language that would suggest it was intended to control over the more specific agreement executed between Defendants and Plaintiff. Indeed, “[w]here general and specific provisions [of a contract] are inconsistent, the specific provision controls.” (Iqbal v.

Ziadeh (2017) 10 Cal.App.5th 1, 12; see also Code Civ. Proc., § 1859 [“[W]hen a general and particular provision are inconsistent, the latter is paramount to the former. So a particular intent will control a general one that is inconsistent with it.”].) Though the contracts do not merge, reading them together, it is clear that the VSP Agreement expresses a specific intent for the parties to arbitrate under the terms of that agreement rather than the more general provisions of the Volt Agreement.

In reply, Defendants contend that the agreements share similar structure and language, and that the differences in the designated arbitral forum (AAA versus JAMS) and discovery procedures are procedural details, not material terms of the agreement. (Reply at 4:3-28.) Defendants cite Sandquist v. Lebo Automotive, Inc. (2016) 1 Cal.5th 233, 261 for the proposition that when parties sign multiple arbitration agreements the matter may be compelled to arbitration.

Sandquist is distinguishable from the instant matter. In Sanquist, the plaintiff signed three arbitration agreements with the same defendant as part of his hiring paperwork.

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(Sandquist, supra, 1 Cal.5th at p. 241.) Each of the agreements indicated that claims arising from the plaintiff’s employment with defendants “shall be submitted to and determined exclusively by binding arbitration.” (Id. at pp. 244-246.) Unlike the agreements at issue here, the Sandquist arbitration agreements did not contain conflicting arbitration forums or different discovery procedures. Instead they were substantially identical with the exception that only two of the agreements had “an additional clause identifying specific disputes otherwise within the broad inclusive clauses of the arbitration provisions but intended not to be arbitrable.” (Id. at p. 246.)

As a result, Defendants citation to Sandquist is unavailing and provides no support for their contention that they can enforce a third party’s agreement while wholly ignoring the existence of their own specific agreement with the Plaintiff.

For similar reasons, the Court finds that its prior order, granting Volt’s motion to compel arbitration, does not address or resolve the issue before the Court in this motion.[1] In the prior motion, Defendant Volt sought to compel arbitration pursuant to the agreement between Defendant Volt and Plaintiff. (1/21/26 Minute Order at pp. 2-3.) The Court noted that the other referenced VSP arbitration agreement—which had not been filed with the Court by any party and thus, was not before the Court—did not render the arbitration agreement invalid, as there was only a single arbitration agreement presented that covered the arbitration of claims between Volt and Plaintiff. (Id. at pp.5- 6.)

In this case, Defendants seek to enforce the agreement between Volt and Plaintiff as a third party, without addressing in their moving papers the express arbitration agreement between Defendants and Plaintiff. This is in many ways the opposite of the situation the Court addressed in ruling on Volt’s motion, where there was only one agreement at issue; here, it is undisputed that there is an express arbitration agreement between Defendants and Plaintiff, but Defendants seek to enforce a different agreement to which it was not a signatory.

Defendants also fail to identify any legal authority that would support its contention that the selection of an arbitral forum or terms governing discovery procedures are immaterial terms of an arbitration agreement. Since these terms govern under what rules the arbitration will proceed and potentially significantly affect or limit a parties’ rights with respect to how they may pursue their legal action, the Court cannot say that these terms are not material. Nor do Defendants provide any legal authority holding that such terms are immaterial as a matter of law.

Finally, there is insufficient evidence before the Court to determine which of the two agreements were signed first. To the extent that the two arbitration agreements are inconsistent and the last executed prevails, Defendants present no evidence that the Volt Agreement was signed second such that it was intended to supersede the VSP

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Agreement. (See Frangipani, supra, 64 Cal.App.4th at p. 863.)

By failing to discuss, or even acknowledge, the existence of the VSP Agreement, Defendants fail to meet their initial burden to show that the Volt Agreement constitutes a valid agreement to arbitrate between the parties. Applying the ordinary principles of contract interpretation to the agreements before the Court, it appears that Defendants and Plaintiff expressly contracted to arbitrate pursuant to the terms set forth in the VSP Agreement. Defendants failed to attach the VSP Agreement to their moving papers and therefore have failed to meet their initial burden to show the existence of a valid arbitration agreement.

Because Defendants failed to meet their initial burden, the Court need not address the remainder of Plaintiff’s arguments.

Disposition

Accordingly, the motion to compel arbitration is DENIED without prejudice.

This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc., § 1019.5; Cal. Rules of Court, rule 3.1312.)

[1] The Court also expressly noted that it made “no findings regarding whether

Defendants Altair or VSP could seek to compel arbitration, as the issue is not properly before the Court.” (1/21/26 Minute Order at p. 10 n.1)