Mann v. Jaguar Land Rover North America, LLC, et al.

A trial court is required to grant a motion to compel arbitration “if it determines that an agreement to arbitrate the controversy exists.” (Code Civ. Proc. § 1281.2) However, there is “no public policy in favor of forcing arbitration of issues the parties have not agreed to arbitrate.” (Garlach v. Sports Club Co. (2012) 209 Ca1.App.4th 1497, 1505) Thus, in ruling on a motion to compel arbitration, the court must first determine whether the parties actually agreed to arbitrate the dispute. (Mendez v. Mid-Wilshire Health Care Center (2013) 220 Cal.App.4th 534, 541.)

Defendant submits that there is an arbitration provision housed in the Owner’s Manual, which was purportedly found in the vehicle’s glovebox. A copy of a document titled “Owner’s Handbook and Warranty Information” is attached as Exhibit A to the 3

declaration of James Mayo, counsel for defendant. Plaintiff objects for a lack of foundation. The objection is sustained. Nothing in counsel’s declaration provides foundation to tie Exhibit A to the plaintiffs.

Defendant fails to lay sufficient foundation to establish that the Owner’s Manual attached to the declaration was actually received by plaintiffs, is the document that covers this subject vehicle, or is the warranty from which plaintiffs’ claims arise. On reply, defendant suggests that authentication is not necessary. (Condee v. Longwood Management Corp. (2001) 88 Cal.App.4th 215, 218.) However, the issue here is not the authenticity of a signature (Id. at pp. 217-219.) There is no signature. The challenge here is whether this owner’s manual is one that plaintiff received.

Nothing in the declaration of James Mayo establishes the conclusion that the terms upon which defendant relies to compel arbitration, as submitted, were ones given to, and accepted by, plaintiffs. Accordingly, the unsupported claim that the Owner’s Manual was placed in the subject vehicle’s glovebox is insufficient to show the existence of a valid arbitration agreement between the parties.

Even had the document been admissible, nothing in the Owner’s Manual suggests that a contract was created, even if it had been placed in the glovebox. Essential elements of contract formation are that the parties capable of contracting, and their consent. (Civ. Code, § 1550.) Generally speaking, one must be a party to an arbitration agreement to be bound by it or invoke it. (Westra v. Marcus & Millichap Real Estate Investment Brokerage Co., Inc. (2005) 129 Cal.App.4th 759, 763.) Strong public policy in favor of arbitration does not extend to those who are not parties to an arbitration agreement, and a party cannot be compelled to arbitrate a dispute that he has not agreed to resolve by arbitration. (Buckner v. Tamarin (2002) 98 Cal.App.4th 140, 142.)

Terms of a contract are ordinarily to be determined by an external, not an internal standard; the outward manifestation or expression of assent is the controlling factor. (Norcia v. Samsung Telecommunications America, LLC (9th Cir. 2017) 845 F.3d 1279, 1284.) Where an offeree does not know that a proposal has been made to him, this objective standard does not apply. (Id. at p. 1285, citing Windsor Mills, Inc. v. Collins & Aikman Corp. (1972) 25 Cal.App.3d 987, 993.) An offeree, regardless of apparent manifestation of his consent, is not bound by inconspicuous contractual provisions of which he was unaware, contained in a document whose contractual nature is not obvious. (Ibid.)

This principle of knowing consent applies with particular force to provisions for arbitration; if a party wishes to bind in writing another to an agreement to arbitrate future disputes, such purpose should be accomplished in a way that each party to the arrangement will fully and clearly comprehend that the agreement to arbitrate exists and binds the parties thereto. (Id. at pp. 993-994.)

Plaintiffs state in their declarations that they had no notice from either the dealership or JLRNA that there was any agreement to arbitrate in the Manual, and that their failure to opt out constituted an agreement. They only became aware of the arbitration provision through JLRNA’s motion to compel arbitration. (Mann Decls., ¶¶ 4, 5.) Aside from the failure of JLRNA to present any evidence that the arbitration agreement was actually found in the subject vehicle when it was purchased by plaintiffs, JLRNA submits no authority providing that quietly placing an arbitration agreement somewhere in a vehicle, unbeknownst to the buyer, is effective to form a contract. 4

Plaintiffs simply did not expressly assent to any agreement in the Owner’s Manual or act in a manner in which their failure to opt out was intended to accept the arbitration agreement.

Based on the above, the court finds that the arbitration provision in the Owner’s Manual is not an enforceable written agreement to arbitrate. (Norcia v. Samsung Telecommunications America, LLC, supra, 845 F.3d at p. 1286 [finding no contract formed by silence of consumer as alleged assent to arbitration agreement within Product Safety & Warranty Information brochure]; Windsor Mills, Inc. v. Collins & Aikman Corp., supra, 25 Cal.App.3d at pp. 993-994 [finding that where a plaintiff was not advised of the arbitration provision and had no knowledge of the provision until after the demand for arbitration, there is no agreement to arbitrate, regardless of outward manifestations of apparent assent by acceptance of the object of the contract].)

Even if there had been some indication of assent, because of the nature of the agreement is for arbitration, the party sought to be compelled to arbitration must have demonstrated knowledge or expectation of the provision. All of these factors are absent.

JLRNA’s reliance on the Federal Arbitration Act (“FAA”) does not save the motion. Even the FAA requires contract formation. (See Kindred Nursing Centers Ltd. Partnership v. Clark (2017) 581 U.S. 246, 248, 244-255.) An arbitration agreement is a contract. Given that no contract formation is shown here, there is no need to address plaintiffs’ unconscionability arguments. The motion must be denied.

Pursuant to California Rules of Court, rule 3.1312(a), and Code of Civil Procedure section 1019.5, subdivision (a), no further written order is necessary. The minute order adopting this tentative ruling will serve as the order of the court and service by the clerk will constitute notice of the order.

Tentative Ruling

Issued By: KCK on 05/26/26. (Judge’s initials) (Date)

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