Vanessa Castill v. MVP Payroll Financing, LLC, et al

TENTATIVE RULING FOR JULY 21, 2026 Department R12 - Judge Kory Mathewson Vanessa Castill v. MVP Payroll Financing, LLC, et al – CIVRS2509084 Motion: 1) Motion to Compel Arbitration and an Order Dismissing Action or, in the alternative, Staying Proceedings pending Completion of Arbitration 2) Joinder to Motion to Compel Arbitration and an Order Dismissing Action or, in the alternative, Staying Proceedings pending Completion of Arbitration Movant: Defendants MVP Payroll Financing, LLC and Vensure Employer Services, Inc.

Joinder: Defendant Maersk Logistics & Services USA Inc., formally known as Performance Team, LLC Respondent: Plaintiff Vanessa Castillo Ruling: Defendants MVP and Vensure’s Motion to Compel Arbitration is GRANTED. Defendant Maersk’s Joinder to Motion to Compel Arbitration is GRANTED. The action is STAYED pending arbitration. Defendants: MVP, Vensure, and Maersk to provide Order and give notice. ______________________________________________________________________________

At issue before the Court is Defendants MVP and Vensure’s Motion to Compel Arbitration and an Order Dismissing Action or, in the alternative, Staying Proceedings pending Completion of Arbitration. Defendants contend that Plaintiff signed an arbitration agreement on or about September 19, 2023, during her onboarding process, and that it covers the claims asserted in this action. Plaintiff opposes the motion, denies there is a valid arbitration agreement and in the alternative argues that it is unconscionable thus unenforceable.

Defendants’ Evidentiary Objections Objections 1-5 are overruled as lacking merit.

ANALYSIS Defendants MVP and Vensure move to compel arbitration pursuant to the purportedly signed agreement during the onboarding process. Defendant Maersk joins the motion to compel arbitration. Maersk’s joinder is appropriate since it seeks to compel Plaintiff to arbitration as well.

Plaintiff opposes the motion. First, Plaintiff argues there is no agreement to arbitrate. Second, Plaintiff argues the agreement is procedurally and substantively unconscionable.

FAA applies Defendants present a copy of the Arbitration Agreement, which specifically states: “MVP- EAST, Performance Team, and I agree that the arbitration and this Agreement shall be governed by the Federal Arbitration Act (‘FAA’) and acknowledge that MVP-EAST’s business and the nature of my employment affect interstate commerce. This Agreement is a transaction in interstate commerce and therefore the FAA governs the interpretation and enforcement of this Agreement.” (Simpson Decl., at ¶ 14, Exh. 3 at ¶ 2; Rodriguez v. American Technologies, Inc. (2006) 136 Cal.App.4th 1110, 1122; Aviation Data, Inc., supra, 152 Cal.App.4th 1522, 1534-1535.)

Arbitration Agreement Exists

To compel arbitration under the FAA, a court must find an agreement to arbitrate exists between the parties and find that the agreement covers their dispute. (AT&T Technologies, Inc., supra, 475 U.S. 643, 648-649; Brennan v. Opus Bank (9th Cir. 2015) 796 F.3d 1125, 1130; Cox v. Ocean View Hotel Corp. (9th Cir. 2008) 533 F.3d 1114, 1119.)

A contract is formed when there are parties capable of contracting who consent to a lawful object and there is sufficient cause or consideration. (Civ. Code, § 1550.) “The petitioner bears the burden of proving the existence of a valid arbitration agreement by a preponderance of the evidence, while a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. [Citation.] The trial court sits as the trier of fact, weighing all the affidavits, declarations, and other documentary evidence, and any oral testimony the court may receive at its discretion, to reach a final determination. [Citation.]” (Ruiz v.

Moss Bros. Auto Group, Inc. (2014) 232 Cal.App.4th 836, 842 (“Ruiz”).) A defendant attaching a copy of the agreement to its petition satisfies the initial burden of establishing the existence of an arbitration agreement. (Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, 1058-1060 (“Espejo”); Condee v. Longwood Management Corp. (2001) 88 Cal.App.4th 215, 218-219 (“Condee”).) “A plain reading of the statute indicates that as a preliminary matter the court is only required to make a finding of the agreement’s existence, not an evidentiary determination of its validity.” (Condee, supra, 88 Cal.App.4th 215, 219; Code Civ.

Proc., § 1281.2.) Only after the opposing party challenges the validity of the purported agreement must the moving party “establish by a preponderance of the evidence that the signature was authentic.” (Espejo, supra, 246 Cal.App.4th 1047, 1060.)

Here, the agreement at issue states in the preamble that: “This Mutual Agreement to Arbitrate Claims (this ‘Agreement’) is between, LLC dba MVP-East with corporate headquarters located at 85 Revere Drive, Suite J, Northbrook, IL 60062, and its subsidiaries and affiliated entities (‘MVP-EAST’), Performance Team LLC (‘Performance Team’) and its affiliated entities, on the one hand, and the undersigned employee of MVP-East (‘Employee’ or ‘I’, ‘me’ or ‘my’), on the other hand, in consideration of the mutual promises stated in this Agreement.” (Simpson Decl., Exh. 3 at p. 1.)

It then states: “MVP-EAST, Performance Team, and I understand and agree that we will arbitrate disputes and claims under this Agreement instead of a court trial before a judge and/or a jury. MVP-EAST, Performance Team, and I understand and agree that, by signing this Agreement, we are expressly waiving any and all rights to a trial before a judge and/or a jury regarding any disputes and claims which we now have or which we may in the future have that are subject to arbitration under this Agreement.

We also understand and agree that the arbitrator’s decision will be final and binding on all parties, subject to confirmation and review on the grounds set forth in the FAA.” (Id., at ¶ 3, emphasis in original.)

Defendants MVP and Vensure meet their initial burden by providing the Arbitration Agreement, which shows a checked boxed that the material was read and agreed to as well as contains an indication that an electronic signature was accepted on September 19, 2023. (Simpson Decl., at ¶ 14, Exh. 3 at p. 5; Espejo, supra, 246 Cal.App.4th 1047, 1058-1060; Condee, supra, 88 Cal.App.4th 215, 218-219.) “[A]n electronic signature has the same legal effect as a handwritten signature (Civ. Code, § 1633.7, subd. (a) [‘A ... signature may not be denied legal effect or enforceability solely because it is in electronic form.’]).” (Ruiz, supra, 232 Cal.App.4th 836, 843.) Civil Code section 1633.2, subdivision (h), defines electronic signature as “an electronic sound,

symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record.” As Defendants establish the existence of an arbitration agreement, the burden shifts to Plaintiff to challenge its validity. “If the moving party meets its initial prima facie burden and the opposing party disputes the agreement, then in the second step, the opposing party bears the burden of producing evidence to challenge the authenticity of the agreement. [Citation.]

The opposing party can do this in several ways. For example, the opposing party may testify under oath or declare under penalty of perjury that the party never saw or does not remember seeing the agreement, or that the party never signed or does not remember signing the agreement. [Citations.]” (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165 (“Gamboa”).) Additionally, the opposing party can declare that “she did not recall the agreement and would not have signed it if she had been aware of it[.]” (Id., at p. 167.)

Plaintiff, in the opposition, denies the existence of an arbitration agreement but does not dispute the authenticity of her electronic signature. Plaintiff declares during her hiring and onboarding process, she was presented with a large volume of documents to sign in a short period of time; and she declares that at no point was she told that any document she was signing was an arbitration agreement, that she was waiving her right to a jury trial, or that she was giving up any important legal rights. (Castillo Decl., at ¶ 2.)

Plaintiff does not deny that she electronically signed the agreement, nor does she claim that she does not recall signing the agreement. Plaintiff instead states she was not properly informed of it. (See Id., at ¶¶ 2-7.) As Defendants MVP and Vensure argue in the motion and in the reply, “[a] party cannot avoid the terms of a contract on the ground that he or she failed to read it before signing.” (Marin Storage & Trucking, Inc. v. Benco Contracting & Engineering, Inc. (2001) 89 Cal.App.4th 1042, 1049.) “An exception to this general rule exists when the writing does not appear to be a contract and the terms are not called to the attention of the recipient.” (Id., at pp. 1049-1050.)

In this case, the exception does not apply because MVP presented the stand-along agreement to Plaintiff for electronic review and execution via DocuSign, the agreement is entitled Mutual Agreement to Arbitrate Claims, and in bold under section 3 it states the parties are expressly waiving any and all rights to a trial before a judge and/or a jury regarding any disputes and claims. (Simpson Decl., at ¶¶ 13, 14, Exh. 3 at p. 1 & ¶ 3.) Moreover, there was no obligation to highlight or call attention to the arbitration agreement. (Sanchez v.

Valencia Holding Co., LLC (2015) 61 Cal.4th 899, 914 (“Sanchez”) [“Any state law imposing such an obligation would be preempted by the FAA.”].)

Plaintiff, therefore, has not presented sufficient evidence to meet her burden in challenging the authenticity of the agreement. (Gamboa, supra, 72 Cal.App.5th 158, 165.)

Next, Plaintiff argues there is no valid agreement because the entity, “LLC dba MVP-East”, on the Arbitration Agreement does not match the entity on her paystubs. (Simpson Decl., Exh. 3, preamble; Castillo Decl., at ¶ 7, Exh. A.) Plaintiff states the agreement only identifies the fictitious business name, not the actual entity. She then questions how Plaintiff can enter into an agreement with a fictitious business name without knowing the identity of the legal entity that is using the fictitious name. Plaintiff also states that Government Code section 12928 establishes a rebuttable presumption that the entity identified on an employee’s IRS Form W-2 is the employer. In addition, Plaintiff argues that Labor Code section 226, subdivision (a)(8), requires employers to include the exact legal name (or registered fictitious business name/DBA) and address of the employer.

However, Labor Code section 226, subdivision (a)(8), only requires the name and address of the legal entity that is the employer in an itemized statement to employees. Plaintiff furthermore states that the agreement does not identify the employer on her paystubs, which is MVP, and the address does not match the entity on her paystubs. Plaintiff accordingly argues that Defendants have not shown that she was privy of the myriads of relationships purportedly identified in the Declaration of Ms. Simpson.

In the reply, Defendants MVP and Vensure do not explain why there is no entity stated before the “LLC.” They instead argue that a fictitious business name does not create a distinct legal person. And they state it is merely a name under which the actual person or entity conducts business. (Pinkerton's, Inc. v. Superior Court (Nicole Schrieber) (1996) 49 Cal.App.4th 1342, 1348 [“Use of a fictitious business name does not create a separate legal entity.”].)

Defendants MVP and Vensure then argue the agreement itself, the electronic signature, the undisputed evidence that MVP presented the agreement to Plaintiff, the undisputed evidence that the executed agreement is housed in its system, and the parties’ relationship remove any uncertainty concerning the contracting entity. In addition, they contend that Government Code section 12928 provides a rebuttal presumption of the employer, not that the W-2 entity is the employee’s only possible employer. They also note that Plaintiff’s reliance on that statue undermines her position because her assertion that “MVP Payroll Financing, LLC” appears on her wage statements supports their position that MVP was the legal entity associated with the MVP- East business name.

Regarding Labor Code section 226, subdivision (a)(8), they argue that the provision regulates the identifying information appearing on an itemized wage statement; it does not prescribe the terminology that must be used in an arbitration agreement or render an agreement void when a registered fictious business name is used.

On balance, Defendants provide the more convincing argument and evidence. Ms. Simpson declares she is the General Counsel of Vensure and that she is familiar with Vensure and its related, affiliated, and subsidiary business entities, such as MVP, including their business operations and corporate structure. (Simpson Decl., at ¶ 4.) In her position, she has access to information and data regarding MVP’s business operations, including all service agreements and contracts with clients (staffing agencies and worksite employers) and third parties, as well as the day-to-day operations of MVP and its affiliate business entities. (Ibid.)

Ms. Simpson further declares that as part of MVP’s services, it facilitated the onboarding process for Laborers assigned to work at Maersk. (Id., at ¶ 11.) And on or around September 19, 2023, MVP presented the Arbitration Agreement to Plaintiff. (Id., at ¶ 13.) Ms. Simpson personally reviewed Plaintiff’s onboarding and application history in MVP’s system and confirmed that Plaintiff accessed the documents through the secure link and electronically signed it on that date. (Id., at ¶ 14, Exh. 3.)

Thus, Defendants sufficiently show the legal entity is MVP.

With respect to Vensure, they contend as a third-party beneficiary it may enforce the Arbitration Agreement. One of the cases relied on is Outdoor Servs. v. Pabagold (1986) 185 Cal.App.3d 676, 681, which states that: “The prevailing American rule permits a third party beneficiary under a contract to enforce it. (1 Witkin, Summary of Cal. Law (8th ed. 1973) Contracts, § 499, p. 428.) The rule is also codified in Civil Code section 1559, however, section

1559 excludes enforcement of the contract by persons who are only incidentally or remotely benefited by it. [Citation.]” Plaintiff, in turn, does not contend that Vensure is not a third party beneficiary to the agreement.

“[T]he test for determining whether a contract was made for the benefit of a third person is whether an intent to benefit a third person appears from the terms of the contract. [Citation.]” (Jensen v. U-Haul Co. of California (2017) 18 Cal.App.5th 295, 301 (“Jensen”), internal quotation marks omitted.) “The unnamed third party may enforce the contract if that party can show that he or she is a member of a class for whose benefit the contract was made. [Citation.]” (Cargill, Inc. v. Souza (2011) 201 Cal.App.4th 962, 967 (“Cargill, Inc.”).)

Defendants show that Vensure is a third-party beneficiary. The Arbitration Agreement states it was entered into between “... dba MVP-East ... and its subsidiaries and affiliated entities (‘MVP-EAST’), Performance Team LLC (‘Performance Team’) and its affiliated entities, on the one hand, and the undersigned employee ... on the other hand ....” (Simpson Decl., at ¶ 17, emphasis added by Defendants & Exh. 3, preamble.) Vensure is an affiliated entity of MVP and appears to be its parent company. (See Id., at ¶ 4.)

As such, Vensure was a member of a class for whose benefit the contract was made. This is also supported by the fact that the agreement covers the claims which arise out of her employment, as seen further below.

With respect to Maersk, it contends that it is a party to the agreement. Maersk’s Head of People Partners, North America, Ms. Harris declares that because of an acquisition closing on April 1, 2020, “Performance Team, LLC” is now known as “Maersk Warehousing & Distributions Services USA LLC.” (Harris Decl., at ¶¶ 1, 7.) As part of the acquisition, Maersk states it assumed the benefits of any arbitration agreements to which Performance Team, LLC was named as a party or beneficiary, including the Arbitration Agreement Plaintiff signed on September 19, 2023. (Id., at ¶ 7.) Then, on January 1, 2026, Maersk Warehousing & Distributions Services USA LLC merged with Maersk Logistics & Services USA Inc., and is now known as “Maersk Warehousing & Distributions Services USA LLC.” (Id., at ¶ 8.)

Plaintiff, in turn, does not contend that Maersk is not a party to the agreement.

Here, it is noted that Plaintiff named Performance Team Logistics LLC as a defendant and Defendant Maersk as the correct entity filed an Answer, stating it was erroneously and improperly named Performance Team Logistics LLC. (Dec. 3, 2025, Defendant Maersk’s Answer to Plaintiff’s Complaint.) Maersk also explains why there is a difference in the name and conveys it assumed the benefits of any arbitration agreement. (Harris Decl., at ¶¶ 7-8.) And the Arbitration Agreement identifies Performance Team LLC as being a party. (Simpson Decl., at ¶ 15 & Exh. 3, preamble.) Maersk thus sufficiently shows it may seek to enforce the Arbitration Agreement along with MVP and Vensure, as it was a party to the original agreement.

Even if not a party to the agreement, Maersk shows it is a third-party beneficiary to the Arbitration Agreement because Plaintiff was placed with it and the agreement covers MVP’s and Performance Team LLC’s affiliated entities. (Simpson Decl., Exh. 3, preamble; Harris Decl., at ¶ 3; Compl., at ¶ 9; Jensen, supra, 18 Cal.App.5th 295, 301; Cargill, Inc., supra, 201 Cal.App.4th 962, 967.)

As to the claims covered, the Arbitration Agreement states in pertinent part that: “Except as otherwise expressly provided in this Agreement, MVP-EAST, Performance Team, and I agree to settle by final and binding arbitration the following claims (‘Arbitrable Claims’) arising out of or relating in any way to my hiring or employment by MVP-EAST, my work or performance of services on behalf of MVP-EAST for Performance Team, or the ending of my employment with MVP-EAST or the end of my assignment to Performance Team, which MVP-EAST or Performance Team may have against me or which I may have against MVP-EAST or Performance Team, or against any past or present officer, director, employee, agent, benefit plan sponsor, fiduciary or administrator of MVP-EAST or Performance Team, each in their capacity as such, and all successors and assigns of all the aforementioned persons and entities: any and all claims involving conduct alleged to be in violation of any local, state or federal statute, regulation, ordinance or common law, including without limitation any dispute with regard to the formation, performance, interpretation, application or termination of this Arbitration Agreement, the creation of any employment relationship, any employment relationship or termination thereof, the purported validity, interpretation, enforceability or breach of any policies or procedures, any purported employment agreement, any disputes or claims regarding my compensation ..., harassment, discrimination, retaliation or any claim whatsoever arising out of my employment with MVP-EAST or my assignment to perform services for Performance Team.” (Simpson Decl., at ¶ 14, Exh. 3 at ¶ 4, emphasis added.)

Because the factual and legal claims in Plaintiff’s Complaint arise out of her employment with MVP/Vensure and assignment with Maersk (See Compl., generally), the Arbitration Agreement covers their disputes. Again, Plaintiff’s causes of action are: (1) Sex/Gender/Pregnancy Discrimination, (2) Disability Discrimination, (3) Failure to Accommodate, (4) Failure to Engage in the Interactive Process, (5) Retaliation, (6) Failure to Investigate and Prevent, and (7) Wrongful Termination in violation of Public Policy. (Id., at p. 1.)

For the reasons stated above, the Court finds that an arbitration agreement exists between the parties and that it covers the factual and legal claims in the complaint.

Procedural Unconscionability Plaintiff argues that the Arbitration Agreement is procedurally unconscionable on three grounds; oppression (adhesion), surprise, and enforceability.

The Arbitration Agreement is an adhesive contract because it was offered by Defendant MVP who naturally has the superior bargaining power and there is no indication there was an opportunity to negotiate it or its terms. (See Simpson Decl., at ¶¶ 13-14, Exh. 3; See also Castillo Decl., at ¶¶ 2-3; Armendariz, supra, 24 Cal.4th 83, 113; OTO, L.L.C., supra, 8 Cal.5th 111, 126.) However, Defendants are correct that an agreement is not unenforceable merely because it is adhesive. (Baltazar, supra, 62 Cal.4th 1237, 1244-1245.) Plaintiff thus currently shows a low degree of procedural unconscionability on these grounds. (Ramirez, supra, 16 Cal.5th 478, 494.)

As to surprise, Plaintiff argues that she was not provided with the pertinent rules as to the arbitration policy and thus was not given a fair opportunity to understand the agreement. Plaintiff’s counsel declares that the website included in the arbitration agreement which purports to provide the rules does not work. (Marx Decl., at ¶ 2, Exh. A.)

The Arbitration Agreement specifically states the arbitration shall be conducted by a neutral arbitrator in accordance with the National Rules for the Resolution of Employment Disputes issued by the American Arbitration Association (“AAA”) that are in effect when the dispute is submitted to arbitration or other rules mutually agreed upon in writing by the parties. (Simpson Decl., Exh. 3 at ¶ 7.) In addition to a website link, the rules are stated to be available by calling a number of AAA and by written request to MVP at the corporate office address listed therein. (Ibid.)

Defendants argue that the hyperlink referenced in the agreement not working does not establish unconscionability and that the failure to attach incorporated arbitration rules contributes to procedural unconscionability only when the party’s substantive challenge depends upon an unfair provision concealed within the incorporated rules. (Baltazar, supra, 62 Cal.4th 1237, 1246; Nguyen v. Applied Medical Resources Corp. (2016) 4 Cal.App.5th 232, 249 [“[F]ollowing Baltazar, the failure to attach the applicable AAA rules did not increase the procedural unconscionability of the application or its arbitration provision.”].)

Plaintiff’s argument might have had force if her unconscionability challenge concerned some element of the AAA rules of which she had been unaware of when she electronically signed the agreement, but she references no AAA rule at issue, only that the link failed and that they were not given directly to her. The failure to attach the applicable AAA rules thus does not increase the procedural unconscionability. (Baltazar, supra, 62 Cal.4th 1237, 1246.)

As to the arbitrator’s decision regarding enforceability of the arbitration agreement is improper because there is a conflict of interest – the arbitrator has a financial stake in the decision – Plaintiff states that courts have found that provision giving the arbitrator exclusive authority to decide enforceability issues is itself substantively unconscionable. (See Pinela v. Neiman Marcus Group, Inc. (2015) 238 Cal.App.4th 227, 246-248 (“Pinela”).)

The Arbitration Agreement states: “The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable.” (Simpson Decl., Exh. 3 at ¶ 8.)

Plaintiff’s argument is unpersuasive because delegation clauses are valid absent a specific challenge to the clause itself. (Rent-A-Center, W., Inc. v. Jackson (2010) 561 U.S. 63, 73-74.) They are substantively unconscionable “only if they impose unfair or one-sided burdens that are different from the clauses' inherent features and consequences.” (Pinela, supra, 238 Cal.App.4th 227, 245, emphasis in original.) Plaintiff does not highlight any unfair or one-sided burden from the delegation clause. Also, when Defendants moved to compel arbitration, there was no reasoned argument provided as to the delegation clause in the Arbitration Agreement. So, Plaintiffs have waived their right to argue that the delegation clause applies. (See e.g., Mendoza v. Trans Valley Transport (2022) 75 Cal.App.5th 748, 771.)

In sum, the Court finds a low degree of procedural unconscionability because the Arbitration Agreement is one of adhesion. Due to this low degree, Plaintiff will need to show a

high degree of substantive unconscionability to render the agreement unenforceable. (Armendariz, supra, 24 Cal.4th 83, 114.)

Substantive Unconscionability Plaintiff argues that the Arbitration Agreement is substantively unconscionable on two grounds: (1) It compels arbitration of claims employees are most likely to bring against the employer (e.g., contract, tort and discrimination claims), but exempts from arbitration claims the employer is most likely to bring against its employees (e.g., breach of fiduciary duty, breach of employment agreement, destruction or theft of company property, etc.). (Mercuro v. Superior Court (Countrywide Securities Corp.) (2002) 96 Cal.App.4th 167, 175-176 (“Mercuro”); See O'Hare v.

Municipal Resource Consultants (2003) 107 Cal.App.4th 267, 275-276.) Plaintiff then highlights that the agreement excludes a class action which plaintiffs are more likely to bring; (2) That the agreement is one-sided as it requires the parties to arbitrate through AAA (See Simpson Decl., at ¶ 19 & Exh. 3 at ¶ 7.).

Defendants contend the agreement is bilateral. They note that the Arbitration Agreement states that “MVP-EAST, Performance Team, and I agree to settle by final and binding arbitration” the defined employment-related claims “which MVP-EAST or Performance Team may have against me or which I may have against MVP-EAST or Performance Team ....” (Simpson Decl., Ex. 3 at ¶ 4, emphasis added.) It encompasses “any and all claims” involving alleged violations of federal, state, or local law. (Ibid.) Defendants also argue that Plaintiff identifies no provision permitting them to litigate their employment-related claims while requiring her to arbitrate comparable claims.

Defendants state her reference to a class action waiver does not establish such an exemption. Defendants further state that a class action waiver is not a cause of action reserved to them or a judicial remedy available only to them. And they state that Plaintiff has asserted only individual Fair Employment and Housing Act and wrongful-termination claims; she identifies no connection between the class provision and any claim or remedy at issue here.

“[S]ubstantive unconscionability may manifest itself if the form of ‘an agreement requiring arbitration only for the claims of the weaker party but a choice of forums for the claims of the stronger party.’” (Mercuro, supra, 96 Cal.App.4th 167, 176, quoting Armendariz, supra, 24 Cal.4th 83, 119.) Because Plaintiff only mentions the class action waiver, it is the only claim exclusion reviewed.

The Arbitration Agreement states that: “MVP-EAST, Performance Team, and I agree that we must bring all claims covered by this Agreement against the other party only in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective or representative proceeding. To the maximum extent permitted by law, the parties hereby waive any right to bring on behalf of any person other than themselves, or to otherwise participate with other persons, in any class or collective action. ...” (Simpson Decl., Exh. 3 at ¶ 6.)

Under the FAA, arbitration agreements that contain class action waivers are not unconscionable. (AT&T Mobility LLC, supra, 563 U.S. 333, 352.) “[T]he United States Supreme Court decided AT&T, supra, 563 U.S. [333]. By a five-to-four majority, the court held that the California Supreme Court’s rule in Discover Bank v. Superior Court (2005) 36 Cal.4th 148 []—that class action waivers in consumer arbitration agreements may be unenforceable or unconscionable—is preempted by the FAA.” (Brown v. Ralphs Grocery Co. (2011) 197 Cal.App.4th 489, 496.)

The Court need not review the

entire agreement to determine what other claims are covered and excluded because Plaintiff only focused on the class action waiver. (See Hester v. Public Storage (2020) 49 Cal.App.5th 668, 681 [“We are ‘not required to examine undeveloped claims or make [plaintiff’s] arguments for [him].’ [Citation.]”].)

As to the second ground, Plaintiff contends that the agreement is one-sided as it requires the parties to arbitrate through AAA (See Simpson Decl., at ¶ 19 & Exh. 3 at ¶ 7.) Plaintiff states that courts have held that requiring parties to arbitrate through one particular service can be onesided. For support, Plaintiff relies on Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 248 (“Tiri”), and states therein it was noted that the perception that an arbitrator may have self-interest in deciding that dispute is arbitrable because employer may be a “repeat player” in arbitration.

But such is taken out of context because it was with respect to the arbitrator and the delegation clause. Not simply being a “repeat player.” In Tiri, the delegation clause was found valid. (Id., at p. 250.) Plaintiff also relies on Armendariz, supra, 24 Cal.4th 83, 115, to state that “[v]arious studies show that arbitration is advantageous to employers not only because it reduces the costs of litigation, but also because it reduces the size of the award that an employee is likely to get, particularly if the employer is a ‘repeat player’ in the arbitration system.”

In the reply, Defendants argue that selection of the AAA does not establish “repeat player” unconscionability. They rely on Malone v. Superior Court (California Bank & Trust) (2014) 226 Cal.App.4th 1551, 1569-1570 (“Malone”), to state a generalized assertion that arbitrators may desire future business does not establish that a particular arbitration is unconscionable. As to Tiri, they note that it rejected the employee’s argument that the arbitrator’s potential financial interest made the delegation provision unconscionable. (Tiri, supra, 226 Cal.App.4th 231, 248-249.)

Here, Malone, supra, 226 Cal. App. 4th 1551, 1569-1570, is instructive. Unless Plaintiff submits evidence that the specific arbitrator is biased in favor of the Defendants, the FAA does not permit a negative view as to a party’s decision to arbitrate claims again with the same arbitrator. Plaintiff submits no evidence to question whether the arbitrator will rule on the merits. Also, the Arbitration Agreement does not name a specific arbitrator but generally the AAA. (Simpson Decl., Exh. 3 at ¶ 7.) Thus, it is speculative at this time whether a past arbitrator would be involved. Without more evidence, the “repeat player effect” is not enough to render an arbitration agreement unconscionable. (See Mercuro, supra, 96 Cal.App.4th 167, 179.)

In light of the above, the Court finds that Plaintiff does not show any substantive unconscionability.

Consequently, the Motions to Compel Arbitration are granted because Defendants show the existence of a signed Arbitration Agreement, Plaintiff does not deny that she electronically signed it, the subject agreement covers Plaintiff’s factual and legal claims in the Complaint, and Plaintiff does not show it is unenforceable due to unconscionability. The matter is stayed pending arbitration. (9 U.S.C. § 3; Code Civ. Proc., § 1281.4.)

Dated: July 21, 2026 ____________________________ Judge Kory Mathewson

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