LIANG vs UNIVERSAL PROTECTION SERVICE, LP

Discussion

Existence of a Valid Arbitration Agreement

The threshold question in a motion to compel arbitration is whether there is an agreement to 25CV141793: LIANG vs UNIVERSAL PROTECTION SERVICE, LP 05/28/2026 Hearing on Motion to Compel Arbitration filed by UNIVERSAL PROTECTION SERVICE, LP (Defendant) CRS# 082709591736 in Department 518 arbitrate. (Fleming v. Oliphant Financial, LLC(2023) 88 Cal.App.5th 13, 19.) A court cannot compel an individual to arbitrate a dispute if he or she did not agree to do so. (Id.) An arbitration agreement is subject to the same rules of construction and enforcement as any other contract. (Toal v. Tardif(2009) 178 Cal.App.4th 1208, 1221.)

The moving party bears theinitialburden of proving the existence of a valid arbitration agreement. (Esparza v. Sand & Sea, Inc.(2016) 2 Cal.App.5th 781, 787.) Facts necessary todetermineanarbitration agreement’s enforcement are proven byaffidavitsor declarations. (Condee v. Longwood Management Corp.(2001) 88 Cal.App.4th 215, 218.)

OnMay 19, 20203, in connection withher employment onboarding, Plaintiff, via unique credentials, agreed to Defendant Allied Universal's arbitration agreement. (Grinde Decl., ¶¶ 3 – 4, 10.)The agreementprovides in pertinent part:

“In recognition that differences may arise during the employment relationship and/or as a result of the termination of that relationship, the “Company” (defined in Section 1) has adopted this California Arbitration Agreement (“Agreement”) to provide for the mutually agreed use of a streamlined and efficient arbitration process for the resolution of any such disputes as an alternative to litigating such claims in court.

3. Opt-Out Rights; Acceptance: Arbitration is not a mandatory condition of employment with the Company. You have 30 calendar days after receiving this Agreement to opt out of arbitration (the “Deadline”). Opting out means that you do not want to be bound by this Agreement and do not want to arbitrate any claims you or the Company may have against each other. If you opt out by the Deadline, neither you nor the Company will be bound by this Agreement.

As for claims brought by an employee under the California Private Attorneys General Act, the individual component of the claim is subject to arbitration under this Agreement. Any representative component of the claim that a court determines the employee has standing to maintain must be resolved in court, not in arbitration, and the Parties agree that the representative court action will be stayed pending completion of arbitration on the individual component of the claim, which shall occur first.” (Grinde Decl., ex. A.)

A copy of the agreement has beenprovided by the Defendant(Grinde Decl., ex. A) and there is no requirement thatDefendant tointroduce the arbitration agreement into evidence toestablishits authenticity. (Cal. Rules of Court, rule 3.1330;see Condee v. Longwood Mgmt. Corp., 88 Cal.App.4th at 219.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV141793: LIANG vs UNIVERSAL PROTECTION SERVICE, LP 05/28/2026 Hearing on Motion to Compel Arbitration filed by UNIVERSAL PROTECTION SERVICE, LP (Defendant) CRS# 082709591736 in Department 518 Further Plaintiff admits she signed the documents. (“I electronically signed the onboarding documents” (Liang Decl., ¶ 10).)

The Court is satisfied that thearbitration agreementexists.

Unconscionability

Next theCourt addresses Plaintiff’s arguments regarding whether the arbitration provision is unconscionable and therefore unenforceable.Plaintiff states thatshe was presented with the agreement under pressure, in a disorganized manner, lacked adequate time to review and consult legal counsel, and/or was unable to freely negotiate the terms of the arbitration agreement.(Liang, Decl. ¶¶3 – 6.)

A court may refuse to enforce an unconscionable provision in a contract, such as an arbitration agreement. (Armendariz v. Foundation HealthPsychcareServices, Inc. (2000) 24 Cal.4th 83, 114.) “[U]nconscionabilityhas 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.” (Id.) Both procedural and substantive unconscionability must be found before an arbitration provision isdeemedunenforceable, but they need not be present in the same degree. (Id.)Rather asliding scale is involved under which "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.)

"[T]he party opposing arbitration bears the burden of proving any defense, such as unconscionability." (Pinnacle Museum Tower Assn. v. Pinnacle Market Development(US), LLC (2012) 55 Cal.4th 223, 236.)

Procedural Unconscionability

Procedural unconscionability means “an absence of meaningful choice” on the part of one of the contracting parties and substantive unconscionability means terms that can be described as “overly harsh,” “unduly oppressive,” or “so one sided as to shock the conscience.” (Sonic- Calabasas A, Inc. v. Moreno(2013) 57 Cal.4th 1109, 1145 (citing cases).)” Procedural unconscionability refers to thewaya party's consent was obtained. Consent, of course, is the basis of contractual arbitration. (Oto, L.L.C. v. Kho(2019) 8 Cal 5th 111, 129.)

Plaintiff contends thatshe was pressured to sign the agreementand thatDefendants never discussed the arbitration agreement with her. (Liang Decl. ¶¶ 8 - 9.) Further,Plaintiffclaims she had no ability to show the document to her attorney. (Liang Decl. ¶ 4.)

It is not clear that the contract is one of adhesionthough some factors dosupport that notion like Plaintiff feeling pressured to complete the documents to start working (“I understood that I needed to complete the onboarding documents then and there, or at least promptly, in order to

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV141793: LIANG vs UNIVERSAL PROTECTION SERVICE, LP 05/28/2026 Hearing on Motion to Compel Arbitration filed by UNIVERSAL PROTECTION SERVICE, LP (Defendant) CRS# 082709591736 in Department 518 begin work.”(Liang Decl. ¶ 5.))

However, the agreement itself has an opt-out clause (see above – in part) and states, “You have the right to consult with counsel of your choice concerning this Agreement.” (Grinde Decl., ex. A § 3.)

The Courtfinds the procedural unconscionability here is slight.

Substantive Unconscionability

Substantive unconscionability focuses on whether the provision is overly harsh or one-sided and is shown if the disputed provision of the contract falls outside of the reasonable expectations of the non-drafting party or is unduly oppressive. (Gutierrez v.Autowest, Inc.(2003) 114 Cal.App.4th 77, 88.)

Plaintiff argues that thearbitration clauseis substantively unconscionable for several reasons, including that the arbitration agreement broadly delegates any disputes related to employment to the arbitrator, but the confidentiality agreement allows Defendant to bring claims under that agreement in court. (Opp., p. 9.) Plaintiff asserts that the agreements were signed on the same day and must be considered part of the overall employment agreement.

However, the confidentiality agreement does not allow Defendant to bring claims to court, except those related to an injunction. “[I]n the event of any breach or threatened breach of this Agreement, the Company shall be entitled to an injunction from a court of competent jurisdiction enjoining Employee from committing any such violation.” (Liang Dec. ex. 1 § 9.) Thus, the documents do not appear incongruent, but to the extent that they are, the arbitration agreement has an integration clause.

In Silva v. Cross Country Healthcare, Inc. (2025)111 Cal.App.5th 1311, 1326, the court applied Civil Code § 1642 to read simultaneously executed agreements together, but noted that when agreements contradict each other, "that contradiction is resolved by the Employment Agreement's supersession clause, which gives priority to its terms."

Here, the arbitration agreement explicitly states, “Assuming the Employee does not opt out of this Agreement, this is the complete agreement of the Parties on the subject of arbitration of disputes (except for any arbitration agreement that may exist in connection with any pension or benefit plan). This Agreement supersedes any prior or contemporaneous oral or written understanding or agreement on the subject.” (Grinde Decl., ex. A, § 12 [emphasis added.].)

Further, the agreements cover different subject matters. Since the arbitration agreement covers employment dispute resolution and the confidentiality agreement covers trade secrets and the like. (See e.g. Oxford Preparatory Academy v. Edlighten Learning Solutions (2019) 34 Cal.App.5th 605, 614 [where the court noted that "arbitration is not part of the 'subject matter'"

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV141793: LIANG vs UNIVERSAL PROTECTION SERVICE, LP 05/28/2026 Hearing on Motion to Compel Arbitration filed by UNIVERSAL PROTECTION SERVICE, LP (Defendant) CRS# 082709591736 in Department 518 of agreements silent on dispute resolution].)

Plaintiff also argues that the confidentiality agreement bars employees from discussing their wages and workplace conditions. (Opp., pp. 13 – 15.) She cites the confidentiality agreement which states that, “all confidential, proprietary or business information related to the Company’s Business (as defined below) relating to: (b) employee lists, employee wages, benefits and other personnel information; and (g) the Company’s operating methods, business processes and techniques, services, products, prices, costs, service performance, and operating results.” (Liang Decl. 12, ex. 1 § 5(i).)

The court finds that Plaintiff’s understanding of that section is likely a misinterpretation as it only relates to confidential business information and not Plaintiff’s own wages. (See Reply, p. 7.) That said, if Defendant tried to enforce that provision against Plaintiff’s use of her own wages and workplace conditions in violation of Labor Code §§ 232 & 232.5, the Court would simply sever that clause as enforceable.

Here, the arbitration agreement explicitly sends the individual PAGA claims to arbitration and states that the representative claim must be stayed pending completion of the arbitration of the individual claim before being resolved in court. (See above; (Grinde Decl., ex. A § 5.) The Court finds the arbitration agreement is applicable since it explicitly covers PAGA actions.

Order

Pursuant to the foregoing, Defendant's motion to compel arbitration is GRANTED.

Thus, the proceedings are STAYED, pending the outcome of the arbitration to ensure that Plaintiff has standing as an aggrieved employee to bring the non-individual PAGA claim.(CCP § 1281.4;Adolph v. Uber Technologies, Inc.(2023) 14 Cal.5th 1104, 1123[“the trial court may exercise its discretion to stay the non-individual claims pending the outcome of the arbitration pursuant to section 1281.4 of the Code of Civil Procedure.”]; See also Labor Code § 2699(c)(1) requiring Plaintiff to establish she has standing in order to pursue a PAGA representative claim.)

The court SETS a status conference re arbitration for June 2, 2027, at 2:30 PM in Department 518.The Court expects the arbitration to be completed before the June 2027 status conference.

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Status Conference rearbitration is scheduled for 06/02/2027 at 02:30 PM in Department 518 at Hayward Hall of Justice.

The case is ordered stayed pending binding arbitration as to the entire action.

PLEASE NOTE: Pursuant to California Rule of Court 3.1308, subdivision (a)(1), this tentative

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

25CV141793: LIANG vs UNIVERSAL PROTECTION SERVICE, LP 05/28/2026 Hearing on Motion to Compel Arbitration filed by UNIVERSAL PROTECTION SERVICE, LP (Defendant) CRS# 082709591736 in Department 518 ruling will become the order of the Court unless it is contested before 4:00 PM on the court day preceding the noticed hearing.

To contest a tentative ruling, a party should do the following:

First, the party must notify Department 518, by email at Dept518@alameda.courts.ca.gov and copy all counsel of record and self-represented parties. The contesting party must state in the subject line of the email the case name, case number and motion.

Second, the party shall log into the eCourt Public Portal, search for this case (e.g., by case number), select the case name, select the "Tentative Rulings" tab, click the "Click to Contest this Ruling" button, enter the party's name and a brief statement of the party's reason for contesting the tentative, and click "Proceed."

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