Maaranu vs. Ponder

An ADR Review Hearing is set for March 5, 2027 at 8:30 a.m. in Department C44.

The Federal Arbitration Act (“FAA”), which includes both procedural and substantive provisions, governs agreements involving interstate commerce. The FAA applies to contracts that involve interstate commerce (9 U.S.C. §§ 1, 2). Here, there is no dispute that the contract in question involves parties who are residents of different states and subject matter involving interstate commerce. (See, e.g., Compl. ¶262.)

The FAA states that written arbitration agreements “shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” (9 U.S.C. § 2.) The Supreme Court has described this provision as reflecting both a “liberal federal policy favoring arbitration,” and the “fundamental principle that arbitration is a matter of contract.” (AT & T Mobility LLC v. Concepcion (2011) 563 U.S. 333.)

On a motion to compel arbitration, the court’s role is limited to deciding: “(1) whether there is an agreement to arbitrate between the parties; and (2) whether the agreement covers the dispute.” (Brennan v. Opus Bank (9th Cir. 2015) 796 F.3d 1125, 1130.) If these conditions are satisfied, the court is without discretion to deny the motion and must compel arbitration. (9 U.S.C. § 4; Dean Witter Reynolds, Inc. v. Byrd (1985) 470 U.S. 213, 218 [“By its terms, the [FAA] leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration.”].) “[T]he party resisting arbitration bears the burden of proving that the claims at issue are unsuitable for arbitration.” (Green Tree Fin. Corp. v. Randolph (2000) 531 U.S. 79, 91.)

Moreover, the “‘parties may agree to have an arbitrator decide not only the merits of a particular dispute but also ““gateway’ questions of ‘arbitrability,’ such as whether the parties have agreed to arbitrate or whether their agreement covers a particular controversy.”' [Citation.] But ‘[c]ourts should not assume that the

parties agreed to arbitrate arbitrability unless there is “clea[r] and unmistakabl[e]” evidence that they did so.’ [Citation.] This is a ‘heightened standard,’ and it ‘pertains to the parties' manifestation of intent, not the agreement's validity.’ [Citation.]” (Najarro v. Superior Court (2021) 70 Cal.App.5th 871, 879-880.)

Here, the arbitration agreement provides “ANY DISPUTE OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION IN DALLAS TEXAS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") FROM TIME TO TIME IN FORCE AND EFFECT. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE AND IS THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF SUCH DISPUTES UNDER THIS AGREEMENT...”

Since “incorporation of the AAA rules constitutes clear and unmistakable evidence that contracting parties agreed to arbitrate arbitrability”, the questions of whether the arbitration agreement covers non-signatory defendants and whether the claims alleged against Moving Defendants in the Complaint are covered by the arbitration agreement are questions for the arbitrator to decide.

Even if there was not a clear and unmistakable intent to delegate the question of arbitrability to the arbitrator, the arbitration agreement is enforceable by all the moving defendants and covers all of Plaintiff’s claims against them alleged in this action.

It is well settled that a non-signatory to an arbitration agreement may be entitled to enforce an arbitration agreement as a third party beneficiary.(Macaulay v. Norlander (1992) 12 Cal.App.4th 1, 7-8.) Here, the Settlement Agreement expressly provides that the released parties, including Moving Defendants Ecommerce SAAS LLC, Tangram Payments, LLC, OFI SAAS, LLC, Jon Lakatos, and Tyler Neuroth, are all third party beneficiaries. Furthermore, the nominal Defendant Electronic Commerce, LLC is also identified as such.

A nonsignatory defendant may “compel a signatory plaintiff to arbitrate where there is a connection between the claims alleged against the nonsignatory and its agency relationship with a signatory” defendant. (Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840, 863.) “[A]gents of a

signatory can compel the other signatory to arbitrate so long as (1) the wrongful acts of the agents for which they are sued relate to their behavior as agents or in their capacities as agents [citation] and (2) the claims against the agents arise out of or relate to the contract containing the arbitration clause [citation] (consistent with the language of the arbitration clause.” (Amisil Holdings Ltd. v. Clarium Capital Mgmt. LLC (N.D.Cal. 2007) 622 F.Supp.2d 825, 832; see also Garcia v. Pexco, LLC (2017) 11 Cal.App.5th 782, 788 [“The [agency] exception applies, and a defendant may enforce the arbitration agreement, ‘when a plaintiff alleges a defendant acted as an agent of a party to an arbitration agreement’ ”]; Dryer v.

Los Angeles Rams (1985) 40 Cal.3d 406, 418 [nonsignatory alleged to be an agent of a signatory is entitled to arbitrate claims brought against it by another signatory].)

Here, Moving Defendants 488 Marque Trust, Luqra LLC, the N Largo Trust, F8 Group LLC, and Ozark marketing LLC have standing to enforce the arbitration agreement because they are alleged to be agents of the signatory Ponder. (See Complaint ¶¶19- 23.)

All of the claims alleged in the Complaint are premised upon allegations of a misappropriation of assets in violation of the settlement agreement or a failure to abide by the terms of the settlement agreement regarding indemnification regarding merchant lawsuits. Thus, arbitration of these claims is required regardless of whether the question of arbitrability is delegated to the arbitrator.

Plaintiff urges the court to deny the motion to compel arbitration under Code Civ. Proc. § 1281.2, subd. (c), which provides that the Court shall order arbitration unless it determines that:

(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(c) does not apply where the arbitration agreement is governed by the FAA’s procedural provisions. (See Acquire II, Ltd. v. Colton Real Estate Group (4th Dist. Div. 3 2013) 213 Cal.App.4th 959, 968 [FAA did not apply, thus it “did not prevent the trial court from relying on section 1281.2(c) to deny Defendants’ motions [to compel arbitration].”]; Rodriguez v.

American Technologies, Inc. (4th Dist. Div. 3 2006) 136 Cal.App.4th 1110, 1116 [reversing trial court order denying motion to compel arbitration, where parties “expressly agreed the FAA would govern arbitration of disputes under the contract,” the trial court “had no discretion to deny the petition to compel arbitration” under section 1281.2(c)].)

Here, there is no dispute that the FAA governs the arbitration agreement. Thus, following Rodriguez, this Court lacks discretion to refuse to enforce the arbitration provision under Code Civ. Proc. § 1281.2, subd. (c).

Accordingly, the Motion to Compel Arbitration is GRANTED, and the action is stayed pending the completion of arbitration.

An ADR Review Hearing is set for March 5, 2027 at 8:30 a.m. in Department C44.

Moving Defendants shall give notice of this ruling.

Motion to Compel Arbitration by Defendants Global Legal Law Firm and James Cannon Huber

Defendants Global Legal Law Firm and James Cannon Huber’s Motion to Compel Arbitration is GRANTED.

This action shall be STAYED pending the completion of arbitration.

An ADR Review Hearing is set for March 5, 2027 at 8:30 a.m. in Department C44.

Plaintiff Khaazr Maaranu’s Objections to the Declaration of Darnell Ponder are OVERRULED, except for Objection No. 3 which is SUSTAINED as to the second sentence in ¶ 7.

The Federal Arbitration Act (“FAA”), which includes both procedural and substantive provisions, governs agreements involving interstate commerce. The FAA applies to contracts that involve interstate commerce (9 U.S.C. §§ 1, 2). Here, there is no dispute that the contract in question involves parties who are residents of different states and engaged in activities/subject matter involving interstate commerce. (See, e.g., Compl. ¶262.)

The FAA states that written arbitration agreements ”shall be valid, irrevocable, and enforceable, save upon such grounds as exist at

law or in equity for the revocation of any contract.” (9 U.S.C. § 2.) The Supreme Court has described this provision as reflecting both a “liberal federal policy favoring arbitration,” and the “fundamental principle that arbitration is a matter of contract.” (AT&T Mobility LLC v. Concepcion (2011) 563 U.S. 333.)

On a motion to compel arbitration, the court’s role is limited to deciding: “(1) whether there is an agreement to arbitrate between the parties; and (2) whether the agreement covers the dispute.” (Brennan v. Opus Bank (9th Cir. 2015) 796 F.3d 1125, 1130.) If these conditions are satisfied, the court is without discretion to deny the motion and must compel arbitration. (9 U.S.C. § 4; Dean Witter Reynolds, Inc. v. Byrd (1985) 470 U.S. 213, 218 [“By its terms, the [FAA] leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration.”].) “[T]he party resisting arbitration bears the burden of proving that the claims at issue are unsuitable for arbitration.” (Green Tree Fin. Corp. v. Randolph (2000) 531 U.S. 79, 91.)

Here, the arbitration agreement provides “ANY DISPUTE OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION IN DALLAS TEXAS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") FROM TIME TO TIME IN FORCE AND EFFECT. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE AND IS THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF SUCH DISPUTES UNDER THIS AGREEMENT...”

Since “incorporation of the AAA rules constitutes clear and unmistakable evidence that contracting parties agreed to arbitrate arbitrability”, the questions of whether the arbitration agreement covers non-signatory defendants and whether the claims alleged against Moving Defendants in the Complaint are covered by the arbitration agreement are questions for the arbitrator to decide. (See Brennan, supra, 796 F.3d at 1128-1132 [finding that incorporation of the AAA rules constitutes “clear and unmistakable” evidence that the parties intended to delegate the arbitrability question to an arbitrator]; James & Jackson, LLC v. Willie Gary, LLC (Del. 2006), 906 A.2d 76, 79 [“the question of arbitrability is ‘an issue for judicial determination [u]nless the parties clearly and unmistakably provide otherwise.’”].)

Even if there was not a clear and unmistakable intent to delegate the question of arbitrability to the arbitrator, the arbitration agreement is enforceable by the Moving Defendants.

“Where a nonsignatory seeks to enforce an arbitration clause, the doctrine of equitable estoppel applies in two circumstances: (1) when a signatory must rely on the terms of the written agreement in asserting its claims against the nonsignatory or the claims are ‘intimately founded in and intertwined with’ the underlying contract [citations omitted] and (2) when the signatory alleges substantially interdependent and concerted misconduct by the nonsignatory and another signatory and ‘the allegations of interdependent misconduct [are] founded in or intimately connected with the obligations of the underlying agreement.’” (Kramer v.

Toyota Motor Corp., 705 F.3d 1122, 1128- 29 (9th Cir. 2013) (quoting Goldman v. KPMG LLP, 173 Cal.App.4th 209; Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840, 863; NAMA Holdings, LLC v. Related World Market Center, LLC (Del. 2007) 922 A.2d 417, 433, fn. 35.)

Here, Moving Defendants have standing to enforce the arbitration agreement because they are alleged to be agents of the signatory Ponder – his attorneys. The claims asserted against Moving Defendants are “intimately founded in and intertwined” with the Settlement Agreement as the claims relate to their representation of Ponder and the claims covered by the Settlement Agreement. Thus, arbitration of these claims is required regardless of whether the question of arbitrability is delegated to the arbitrator.

Accordingly, the Motion to Compel Arbitration is GRANTED and the action shall be STAYED pending the completion of arbitration.

An ADR Review Hearing is set for March 5, 2027 at 8:30 a.m. in Department C44.

Clerk to give notice.

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