Shashank Singh v. Hyundai Motor America, et al.

After carefully reviewing the language of these agreements, the circumstances of their alleged execution, and the claims of this case, for reasons the Court will now explain in detail, the Court finds and rules that the Motion is Denied.

1. Analysis of the 2023 Owners Handbook & Warranty Information for the Motion to Compel Arbitration. The vehicle warranty upon which Singh brings this action is one of a series of warranties contained in a 48-page document titled “2023 Owner’s Handbook and Warranty Information” (“Owners Handbook”). The arbitration provision appears on pages 12-14 of the Owner’s Handbook and states, in relevant part, that the parties “each agree that any claim or disputes between us (including between you and any of our affiliated companies) related or arising out of your vehicle purchase, advertising for the vehicle, use of your vehicle, the performance of the vehicle, and any service relating to the vehicle, the vehicle warranty, representations in the warranty, or the duties contemplated under the warranty . . . shall be resolved by binding arbitration at either your or our election even if the claim is initially filed in a court of law . . . .” (Declaration of Simran Virdi at p. 12.)

It goes on for another page and a half, toward the end of which it states: “This agreement evidences a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1-16.” (Id. at p. 14.)

But the Owner’s Handbook is not signed and there is no evidence that Singh was made aware of the text of the warranties in this document or the arbitration provision contained therein before he purchased his 2023 GMA GV70 vehicle from the dealer.

Under the Federal Arbitration Act (“FAA”), the Court’s role is limited to determining “(1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute as issue.” (Chiron Corp. v. Ortho Diagnostic Systems, Inc. (9th Cir. 2000) 207 F.3d 1126, 1130.) To determine “whether a valid contract to arbitrate exists,” courts apply “ordinary state law principles that govern contract formation.” (Davis v. Nordstrom, Inc. (9th Cir. 2014) 755 F.3d 1089, 1093 [citations omitted]; see also Ingle v. Circuit City Stores, Inc. (9th Cir. 2003) 328 F.3d 1165, 1170.)

A. There is no mutual assent. Here, there is no indication that Singh signed the Owner’s Handbook or knew of its provisions at the time of sale. Therefore, there was no mutual assent supporting a valid agreement. Under certain circumstances, including those involving an unsigned handbook, a contract may be void if “a party, before making the agreement, lacks reasonable opportunity to learn its terms.” (Esparza v. Sand & Sea, Inc. (2016) 2 Cal.App.5th 781, 790 [addressing arbitration provision contained in an employee handbook] [citing Rosenthal v.

Great Western Financial Securities Corp. (1996) 14 Cal.4th 394, 421].) As noted in Norcia v. Samsung Telecommunications America, LLC (9th Cir. 2017) 845 F.3d 1279 (Norcia), another case involving an unsigned brochure (entitled “Product Safety & Warranty Information”): “Even if there is an applicable exception to the general rule that silence does not constitute acceptance, courts have rejected the argument that an offeree’s silence constitutes consent to a contract when the offeree reasonably did not know that an offer had been made.” (Norcia, 845 F.3d at p. 1285 [applying “basic principles of California contract law”].)

Recently, the Second District Court of Appeal in Kostandian v. American Honda Motor Co., Inc., 2026 Cal.App. LEXIS 332 (certified for Publication on May 27, 2026), considered whether a valid agreement to arbitrate existed under a warranty booklet. Kostandian found that a valid agreement to arbitration did exist because the lease agreement there included a final inspection at delivery sheet that the respondent signed and initialed confirming his receipt of the owner’s manual and warranty information. (Id. at *16.) But the facts here are distinguishable from Kostandian because here there is no evidence whatever that the warranty was presented in any manner to Singh. And Singh did not sign any documents confirming his receipt of the Owner’s Handbook. Thus, there is no evidence of assent by Singh to the arbitration provisions here.

Importantly, it is GMA’s burden to prove the existence of an arbitration agreement by “attaching to the [motion or] petition a copy of the arbitration agreement purporting to bear the [opposing party’s] signature.” That is absent here. So in the absence of any document bearing Singh’s signature as acknowledgment or receipt of the warranty, GMA has failed to meet its burden.

Hence here, unlike in Kostandian, there are no facts supporting an outward manifestation of assent. “California law is clear—‘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.’” (Long v. Provide Commerce, Inc. (2016) 245 Cal.App.4th 855, 862 [internal citations omitted].)

b. Equitable estoppel does not bar Plaintiff from contesting this Motion to compel arbitration. GMA argues that notwithstanding Singh’s lack of assent and lack of knowledge regarding the arbitration provisions, Singh is now barred by equitable estoppel from challenging these provisions in the vehicle warranty because he has affirmatively asserted the warranty by seeking repairs from GMA and bringing this Song-Beverly Action.

A nonsignatory to a contract is generally “ ‘estopped from avoiding arbitration if [he] knowingly seeks the benefits of the contract containing the arbitration clause.’ [Citation.] Equitable estoppel, thus, ‘precludes a party from claiming the benefits of a contract while simultaneously attempting to avoid the burdens that contract imposes.’” (Philadelphia Indemnity Insurance Co. v. SMG Holdings, Inc. (2019) 44 Cal.App.5th 834, 841 [citations omitted].) But warranties like that found in the Owner’s Handbook are “governed by a different set of rules” in California: “A seller is bound by any express warranties given to the buyer, including statements in written warranty agreements, advertisements, oral representations, or presentations of samples or models. [Citations.]

Language in a written warranty agreement is ‘contractual’ in the sense that it creates binding, legal obligations on the seller [citation], but a warranty does not impose binding obligations on the buyer. Rather, warranty law ‘focuses on the seller’s behavior and obligation—his or her affirmations, promises, and descriptions of the goods—all of which help define what the seller in essence agreed to sell.’ [Citations.] A buyer may have to fulfill certain statutory conditions to obtain the benefit of a warranty.

See, e.g., Cal. Civ. Code[,] § 1793.02(c) (stating that ‘[i]f the buyer returns the [assistive device for an individual with a disability] within the period specified in the written warranty,’ the seller must adjust or replace the device (emphasis added)). And a warranty generally does not impose any independent obligation on the buyer outside of the context of enforcing the seller’s promises.” (Norcia, supra, 845 F.3d at p. 1288.)

While Norcia was not an equitable estoppel case, because the plaintiff there did not attempt to enforce the warranty, its reasoning is nonetheless persuasive here. A warranty is an atypical contract. It is essentially one-sided, even though it is offered only after a buyer has agreed to pay for something pursuant to a sales contract. And it imposes obligations on a seller (or, in this case, on a manufacturer who passes the car into the stream of commerce through an authorized dealer who is the actual “seller”), but no independent, free-standing obligations on a buyer. It is unreasonable to expect a car buyer to know or anticipate that the buyer is necessarily agreeing to arbitrate all claims against that manufacturer merely by receiving a pre-printed warranty in an owner’s handbook.

The proposition that a manufacturer can compel arbitration in virtually every Song-Beverly case simply by inserting language into an owner’s handbook—without ever calling the buyer’s attention to that language—runs counter to the reasoning of Ford Motor Warranty Cases (2025) 17 Cal.5th 1122. In that case, our Supreme Court concluded that a manufacturer could not enforce an arbitration provision in a sales contract to which its authorized dealer and a car buyer both affirmatively assented (but to which the manufacturer itself was not a party). (Id. at p. 1126.)

Allowing a car manufacturer to perform an end-run around that decision simply by inserting an undisclosed and unsigned arbitration provision into an owner’s handbook containing warranty terms would be an inequitable result. (UFCW & Employers Benefit Trust v. Sutter Health (2015) 241 Cal.App.4th 909, 929 [“ ‘The linchpin for equitable estoppel is . . . fairness.’ ”].) In contrast to other reported California decisions in which the equitable estoppel has been applied, the present case “does not present the unfairness that equitable estoppel is designed to avoid.” (Id. at p. 931.).

Accordingly, GMA’s equitable estoppel argument fails.

2. Analysis of the Bluelink CSA for the Motion to Compel Arbitration

As for the Bluelink Connected Services Agreement (the “CSA”), the Court notes that in contrast to the vehicle warranty, GMA does contend that Singh “signed” the agreement including its arbitration provision, when he electronically clicked a box on a dealer-owned device, such as a tablet, acknowledging that he had read and agreed to the Blue Link Terms & Conditions. (Declaration of Vijay Rao [“Rao Decl.”] at ¶¶ 18, 19, Ex. A.)

To be sure, the arbitration provision in the CSA is broad:

(a) Hyundai and you agree to arbitrate any and all disputes and claims between us arising out of or relating to this Agreement, Connected Services, Connected Services Systems, Service Plans, the Vehicle, use of the sites or products, services, or programs you purchase, enroll in or seek product/service support for, whether you are a Visitor or Customer, via the sites or through mobile application, except any disputes or claims which under governing law are not subject to arbitration, to the maximum extent permitted by applicable law.

This agreement to arbitrate is intended to be broadly interpreted and to make all disputes and claims between us subject to arbitration to the fullest extent permitted by law . . . The agreement to arbitrate otherwise includes, but is not limited to: Claims based on contract, tort, warranty, statute, fraud, misrepresentation or any other legal theory; claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising) . . .

(Rao Decl., Ex. B at ¶ 14.)

As explained in the Declaration of Vijay Rao, “GMA Connected Services refers to an optional Connected Services system that includes various functions and features such as remote start with climate control, remote door lock and unlock, remote car finder, on-demand diagnostics and alerts, enhanced roadside assistance, and automatic emergency assistance.” (Rao Decl. at ¶ 5.) But based on the Court’s careful review of the Complaint, none of these services are a part of the present Song-Beverly action. Instead, Singh has sued for “wind noise coming from the driver’s side rear door, a popping noise while in reverse, tailgate misalignment, and other serious nonconformities to warranty.” (Complaint at ¶ 13.) Under no stretch of the imagination are these complained-of defects in the car a part of the “connected services” provided by the Bluelink technology.

As a result, the court finds that the arbitration provision in the CSA does not apply to the present action. Although the language of the CSA arbitration provision is broad and contains the words “the Vehicle” and “warranty” in the above quoted language, the Court finds and rules that reading this agreement governing “connected services” to be broad enough to govern any and all disputes relating to the vehicle as a whole would be illogical and unwarranted. It is not a reasonable interpretation of the CSA provision, when read as a whole, and the Court rejects it. So the Court DENIES the Motion to compel arbitration based on the arbitration provision of the CSA.9

Conclusion and Order

Accordingly, the GMA’s Motion to compel arbitration is DENIED in all respects.

SO ORDERED.

Date: June 3, 2026 Hon. Vincent I. Parrett Superior Court of the State of California, County of Santa Clara

9 Moreover, as the Court has ruled above that (1) as the vehicle warranty does not create

an agreement to arbitrate between these parties here and (2) the scope of arbitration clause of the CSA does not cover Plaintiff’s claims here, the Court need not address the parties’ additional arguments that these arbitration agreements are unconscionable— because the Court has ruled that there are no arbitration agreements over Plaintiff’s claims to be enforced here.

Line 9 Line 10 Line 11 Line 12 Line 13 Line 14 Line 15

35