Berlin Thomas v. Forty Niners Stadium Management Company

Nevertheless, the Court declines to address the motion to strike class allegations because Defendant’s motion to compel arbitration and motion to strike class allegations should have been filed as two separate motions. Moreover, Defendant failed to give proper notice for its motion to strike. “A notice of motion to strike a portion of a pleading must quote in full the portions sought to be stricken except where the motion is to strike an entire paragraph, cause of action, count, or defense. Specifications in a notice must be numbered consecutively.” (Cal.

Rules of Court, rule 3.1322, subd. (a).)

b. Plaintiff’s Request for Judicial Notice Plaintiff requests judicial notice of the California Secretary of State Business Search results for entities named “Forty Niners Stadium Management 49ers Stadium Management LLC” and “Manco” pursuant to Evidence Code section 452, subdivision (h). The request is denied because subdivision (h) does not apply to this request. (See Gould v. Md. Sound Indus. (1995) 31 Cal.App.4th 1137, 1145 [“Judicial notice under Evidence Code section 452, subdivision (h) is intended to cover facts which are not reasonably subject to dispute and are easily verified.

These include, for example, facts which are widely accepted as established by experts and specialists in the natural, physical, and social sciences which can be verified by reference to treatises, encyclopedias, almanacs and the like or by persons learned in the subject matter.”]; see also Jolley v. Chase Home Finance LLC (2013) 213 Cal.App.4th 872, 889 [“[W]e know of no ‘official web site’ provision for judicial notice in California.”]; Huitt v. Southern California Gas Co. (2010) 188 Cal.App.4th 1586, 1605, fn. 10 [“Simply because information is on the Internet does not mean that it is not reasonably subject to dispute.”].) c.

Evidentiary Objections Plaintiff submits evidentiary objections to paragraphs 5 and 8 of the declaration by Defendant’s Chief People Officer, Harpreet Basran. In paragraph 5, Basran attests to his knowledge of Defendant’s onboarding process and that the same onboarding process was in place at the time Plaintiff joined and completed the onboarding process. Plaintiff objects on the grounds of lack of foundation and personal knowledge. The objection is sustained as to Basran’s testimony that the same process was in place when Plaintiff joined Defendant in 2014.

In paragraph 8, Basran declares that the Employment Acknowledgment and Agreement (“EAA”) contains a typographical error, defining Forty Niners Stadium Management 49ers Stadium Management LLC as “49ers Stadium Management”, but subsequently referring to the same as “Manco.” Plaintiff objects on the following grounds: improper legal conclusion, parol evidence rule, lack of personal knowledge and foundation, hearsay, secondary evidence rule, and improper lay opinion and speculation. The objections are overruled.

Reviewing the EAA as a whole, it is clear to the Court by reasonable inference and use throughout, that the

reference to Manco appears to be shorthand for the defendant management company. The Court finds that a reasonable person would not be confused by this usage. In any event, any uncertainty concerning Manco is resolved by the extrinsic evidence that Basran produced in his supplemental declaration. (Supplemental Declaration of Harpreet Basran, Exs. A-B [referring to Defendant as “Manco”]; see Domino v. Mobley (1956) 144 Cal.App.2d 24, 29 [noting incorrect amount was a typographical error that did not invalidate the contract and any uncertainty in amount may be resolved extrinsic evidence]; Gillies v.

JPMorgan Chase Bank, N.A. (2017) 7 Cal.App.5th 907, 913 [“No reasonable person would be confused by this minor typographical error.”]) VII. LEGAL STANDARDS Defendant contends, and Plaintiff does not dispute, that the Federal Arbitration Act (“FAA”) applies in this case. In ruling on a motion to compel arbitration, the Court must inquire as to (1) whether there is a valid agreement to arbitrate, and (2) if so, whether the scope of the agreement covers the claims alleged. (See Howsan v. Dean Witter Reynolds (2002) 537 U.S. 79, 84.) “Under both federal and state law, the threshold question presented by a petition to compel arbitration is whether there is an agreement to arbitrate. [Citations.]

The threshold question requires a response because if such an agreement exists, then the court is statutorily required to order the matter to arbitration.” (Fleming v. Oliphant Financial, LLC (2023) 88 Cal.App.5th 13, 19, internal quotation marks omitted.) Under the 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 at 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.) VIII. DISCUSSION a. Existence of an Agreement to Arbitrate

Defendant produces the EAA to demonstrate the existence of an arbitration agreement. The EAA provides, in relevant part: 2. I and the Manco agree to utilize binding arbitration as the sole and exclusive means to resolve all disputes that may arise out of or be related in any way to my employment, including but not limited to the termination of my employment and my compensation. I and the Manco each specifically waive and relinquish our respective rights to bring a claim against the other in a court of law, and this waiver shall be equally binding on any person who represents or seeks to represent me or the Manco in a lawsuit against the other in a court of law.

Both I and the Manco agree that any claim, dispute, and/or controversy that I may have against the Manco (or its owners, directors, officers, managers, employees, or agents), or the Manco may have against me, shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act (“FAA”), in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. Sec 1280 et seq., including section 1283.05 and all of the Act’s other mandatory and permissive rights to discovery).

The FAA applies to this agreement because the Manco’s business involves interstate commerce. Included within the scope of this Agreement are all disputes, whether based on tort, contract, statute (including, but not limited to, any claims of discrimination, harassment and/or retaliation, whether they be based on the California Fair Employment and Housing act, Title VII of the Civil Rights Act of 1964, as amended, or any other state or federal law or regulation), equitable law, or otherwise. The only exception to the requirement of binding arbitration shall be for claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, claims for medical and disability benefits under the California Workers’ Compensation Act, Employment Development Department claims, or as may otherwise be required by state or federal law.

However, nothing herein shall prevent me from filing and pursuing proceedings before the California Department of Fair Employment

and Housing, or the United States Equal Employment Opportunity Commission[.] (Declaration of Harpreet Basran, Ex. A [“EAA”].) Basran attests that Plaintiff’s personnel file contained the EAA bearing Plaintiff’s signature. (Id. at ¶ 6.) Plaintiff does not dispute that the EAA contains her signature and instead declares that she does not recall signing the agreement. (Declaration of Berlin Thomas [“Thomas Decl.”], ¶ 5.) The contention is unpersuasive because “[a]n arbitration clause within a contract may be binding on a party even if the party never actually read the clause.” (Pinnacle Museum Tower Assn. v.

Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236.) Plaintiff also relies on her evidentiary objections to assert that an agreement to arbitration does not exist. Specifically, Plaintiff claims that the unknown and unidentified entity “Manco” demonstrates the absence of a mutual intent to arbitrate with Defendant. As discussed above, the Court overrules Plaintiff’s evidentiary objections and does not find this argument persuasive. Defendant has met its initial burden of showing the existence of an agreement to arbitrate. (Gamboa v.

Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165 [“The moving party ‘can meet its initial burden by attaching to the [motion or] petition a copy of the arbitration agreement purporting to bear the [opposing party’s] signature.”]) b. Scope of the Agreement Defendant next argues that (1) the scope of the EAA does not include class-wide arbitration; and (2) the EAA delegates issues of interpretation, applicability, and enforceability of the EAA to the arbitrator. The Court concludes that the EAA does not include class-wide arbitration because the parties did not agree to include such claims. (Lamps Plus, Inc. v.

Varela (2019) 587 U.S. 176, 187 [“ ‘[C]lass arbitration, to the extent it is manufactured by [state law], rather than consen[t], is inconsistent with the FAA.’ ”].) Plaintiff contends the parties consented to conformity with the procedures of the California Arbitration Act (“CAA”), and the CAA expressly provides for the consolidation of separate arbitration proceedings. (EAA, ¶ 2; Code Civ. Proc., § 1281.3.) Plaintiff’s contention is unpersuasive because consolidation is not the same as class or representative arbitration. (Jones v.

Starz Ent., LLC (9th Cir. 2025) 129 F.4th 1176, 1182 [“In

a class or representative arbitration, an individual brings claims on behalf of others, whereas a claimant in a consolidated arbitration brings the claim in her individual capacity.”].) The Court also concludes that the EAA does not contain a delegation clause that provides an arbitrator exclusive jurisdiction over issues of interpretation, application, and enforcement of the EAA. Defendant claims the EAA contains a delegation clause because of the following language: Both I and the Manco agree that any claim, dispute, and/or controversy that I may have against the Manco (or its owners, directors, officers, managers, employees, or agents), or the Manco may have against me, shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act (“FAA”)[.]

The Court does not find this language to be “clear and unmistakable evidence” of an intent to delegate to the arbitrator issues of interpretation, application, or enforceability. (Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 242 [finding “clear and unmistakable evidence” where agreement stated the arbitrator “shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement”].) c. Unconscionability Plaintiff challenges the enforceability of the EAA on the grounds that the arbitration provision contains a moderate to high degree of procedural unconscionability and significant substantive unconscionability. “The general principles of unconscionability are well established.

A contract is unconscionable if one of the parties lacked a meaningful choice in deciding whether to agree and the contract contains terms that are unreasonably favorable to the other party.” (OTO, LLC v. Kho (2019) 8 Cal.5th 111, 125 (OTO), internal citation omitted.) Unconscionability has both procedural and substantive elements, and both must appear for a court to invalidate a contract or one of its individual terms. (Armendariz v. Foundation Health Psychare Services, Inc. (2000) 24 Cal.4th 83, 114.)

Courts evaluate unconscionability on a sliding scale: “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” (Ibid.) “The burden of proving unconscionability rests upon the party asserting it.” (OTO, supra, 8 Cal.5th at 126.) i. Procedural Unconscionability Plaintiff argues that the EAA is procedurally unconscionable because it is a contract of adhesion. Procedural unconscionability is generally established by showing the agreement is a contract of adhesion, where a standardized contract drafted by the party with greater bargaining strength is imposed on the other party, leaving the subscribing party with only the option to adhere to the contract or reject it. [Citation.]

Arbitration contracts imposed as a condition of employment are typically adhesive and may include elements of oppression, including when employees are required to accept an arbitration agreement in order to keep their job after they have begun working for an employer. [Citation.] (Gurganus v. IGS Solutions LLC (2025) 115 Cal.App.5th 327, 335.) The Court finds that the EAA contains a modest amount of procedural unconscionability as a contract of adhesion. While Plaintiff does not recall signing the EAA as part of the onboarding documents, Plaintiff declares that she was required to sign certain documents before she could officially start working for Defendant. (Thomas Decl., ¶¶ 4-5.)

Plaintiff attests that she was not told that she could negotiate or refuse to sign the EAA. (Id. at ¶ 5.) Furthermore, the EAA does not contain an opt-out provision, indicating that the EAA was likely offered on a take-it-or-leave-it basis and is, therefore, a contract of adhesion. (See OTO, supra, 8 Cal.5th at p. 126 [acknowledging take-it-or-leave-it nature of the agreement may render it adhesive].) Plaintiff also contends that the EAA’s failure to inform her of the arbitration provision and include the arbitration rules indicates surprise and oppression that further demonstrates procedural unconscionability.

The Court disagrees. The EAA is a two-page document, and the arbitration provision is located on the first page. The arbitration provision begins with, “I and the Manco agree to utilize binding

arbitration as the sole and exclusive means to resolve all disputes...” (EAA, p. 1.) Furthermore, the second page of the EAA clearly states: MY SIGNATURE BELOW ATTESTS TO THE FACT THAT I HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND TO ALL OF THE ABOVE TERMS. I FURTHER UNDERSTAND THAT THIS AGREEMENT REQUIRES ME TO ARBITRATE ANY AND ALL DISPUTES THAT ARISE OUT OF MY EMPLOYMENT. (EAA, p. 2, emphasis added.) Plaintiff cites Carbajal v. CWPSC, Inc. (2016) 245 Cal.App.4th 227 (Carbajal) for the proposition that the failure to provide the applicable arbitration rules renders an arbitration agreement procedurally unconscionable.

The argument is unpersuasive. Carbajal was called into question by Nguyen v. Applied Medical Resources Corp. (2016) 4 Cal.App.5th 232, 248, which noted that shortly after Carbajal had been decided, the California Supreme Court issued a ruling in Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237 (Baltazar) that rejected Carbajal. In Baltazar, the Court noted that the failure to provide the applicable rules was immaterial where the challenge to enforcement of an arbitration agreement is unrelated to the arbitration rules. (See Baltazar, supra, 62 Cal.4th at p. 1246 [“But her challenge to the enforcement of the agreement has nothing to do with the AAA rules; her challenge concerns only matters that were clearly delineated in the agreement she signed.

Forever 21’s failure to attach the AAA rules therefore does not affect our consideration of Baltazar's claims of substantive unconscionability.”]) Plaintiff’s challenge to the enforceability of the arbitration provisions do not arise from the arbitration rules. Finally, Plaintiff argues that she was surprised because Defendant, a nonparty, seeks to enforce the EAA. Plaintiff’s argument presupposes that the Court finds Defendant is a stranger to the contract. The Court did not do so, and again, rejects that argument here.

While the Court finds some procedural unconscionability based on the adhesive nature of the arbitration agreement, this is not dispositive because Plaintiff must still establish substantive unconscionability. (See Ramirez v. Charter Communications (2024) 16 Cal.5th 478, 492-493 [while adhesion contracts are subject to scrutiny, “they remain valid and

enforceable unless the resisting party can also show that one or more of the contract’s terms is substantively unconscionable or otherwise invalid”].) ii. Substantive Unconscionability Plaintiff argues the EAA is substantively unconscionable because (1) the EAA lacks mutuality; (2) Plaintiff is required to arbitrate her non-employment claims; 3) the EAA does not terminate after a reasonable time; (4) the EAA contains a wholesale Private Attorneys General Act (“PAGA”) waiver; (5) the EAA impermissibly includes sexual harassment claims; and (6) Plaintiff signed a confidentiality agreement that prevents her from speaking about “non-public sensitive information” without Defendant’s approval.

Plaintiff first contends the EAA lacks mutuality because Plaintiff is required to arbitrate claims against Defendant and its affiliates, but only Defendant was bound to arbitrate its claims against Plaintiff. Plaintiff relies on Cook v. University of Southern California (2024) 102 Cal.App.5th 312 (Cook) for support. Cook, however, is distinguishable because the EAA limits the scope of arbitrable disputes to employment claims and the Cook agreement applied to all claims. (Id. at p. 348 [“No explanation [was] offered as to why Cook should [have been] required to give up the ability to ever bring claims in court against a USC employee that are unrelated to USC or her employment there.”]) Furthermore, the agreement in Cook encompassed USC’s employees and related entities “in their capacity as such and otherwise”, expanding the scope to include claims an employee may have against USC’s employees and related entities unrelated to their role. (See Ayala-Ventura v.

Superior Court (2026) 119 Cal.App.5th 241, 258 (Ayala-Ventura) [distinguishing Cook].) Moreover, employment-related claims have an inherent asymmetry; an employee is more likely to sue the employer and related entities. (Cocom v. ABM Aviation, Inc. (9th Cir. June 23, 2026, No. 25-3246) 2026 LX 308411, at *21.) Any lack of mutuality does not necessarily rise to the level of substantive unconscionability. (Id. at *22.) In any event, at least one court has found Plaintiff’s lack of mutuality argument “unconvincing” where the agreement is solely between the employee and the employer rather than between the employee, the employer, and the employer’s related entities. (Ayala-Ventura, supra, 119 Cal.App.5th at p. 259 [“The Agreement ‘applies equally

to employee and employer initiated claims, carrying the “modicum of bilaterality” required by law.’ ”]) Second, Plaintiff argues that the EAA is overbroad in requiring her to arbitrate nonemployment claims. The argument is unpersuasive because it is premised on a selective reading of the EAA. The first sentence of the EAA limits arbitrable disputes to those arising out of or related to her employment. Plaintiff focuses on the third sentence requiring “any claim, dispute, and/or controversy” that she may have against Manco and its affiliates and that Manco may have against her to be arbitrated.

The Court rejects Plaintiff’s argument as it must consider the EAA as a whole. (City of Atascadero v. Merrill Lynch, Pierce, Fenner & Smith, Inc. (1998) 68 Cal.App.4th 445, 473 [“Any contract must be construed as a whole, with the various individual provisions interpreted together so as to give effect to all, if reasonably possible or practicable.”]) Third, Plaintiff claims that the EAA contains an unlawful PAGA waiver because it requires arbitration to be the “sole and exclusive means to resolve all disputes that may arise out of or be related in any way to [her] employment[.]” It is well-established that a PAGA claim contains an individual component that may be compelled to arbitration, and a nonindividual component, which may not. (Adolph v.

Uber Technologies, Inc. (2023) 14 Cal.5th 1104, 1124; see Viking River Cruises, Inc. v. Moriana (2022) 596 U.S. 639, 648 [distinguishing individual and representative claims].) Accordingly, an agreement is unconscionable only to the extent it includes a blanket waiver for representative PAGA actions. The Court notes that the EAA is silent in this regard, and in any event, Plaintiff does not allege a PAGA claim. Fourth, Plaintiff’s assertion that the EAA substantively unconscionable for its indefinite nature is unconvincing.

As noted above, the scope of the EAA is limited to Plaintiff’s employment claims. Thus, the scope of the EAA implicitly limits its duration to the length of the relationship between the parties and any disputes that arise therefrom during that time. (Ayala-Ventura, supra, 119 Cal.App.5th at p. 257 [reiterating “the importance of context in determining unconscionability.”].)

Fifth, Plaintiff unpersuasively argues that the EAA is substantively unconscionable because it violates the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (“EFAA”) by including any claims arising from her employment. The EFAA became effective on March 3, 2022, nearly a decade after Plaintiff signed the EAA. (9 U.S.C. § 401; see Sonic-Calabasas A, Inc. v. Moreno (2013) 57 Cal.4th 1109, 1134 [“In determining unconscionability, our inquiry is into whether a contract provision was ‘unconscionable at the time it was made.’ ”]) Finally, Plaintiff argues that the Confidentiality Agreement and Acknowledgment she signed must be considered as part of the unconscionability analysis.

The argument is appropriate to consider. (Alberto v. Cambrian Homecare (2023) 91 Cal.App.5th 482, 490 (Alberto) [noting confidentiality agreement should be read with arbitration agreement because both were separate parts of the same transaction].) Plaintiff’s assertion that the Confidentiality Agreement and Acknowledgment “arguably” prevents her from speaking with an attorney or others about any “non-public sensitive information”, however, is unpersuasive. Plaintiff has the burden of demonstrating that the arbitration provisions are unconscionable, and it is axiomatic that argument is not evidence. (Cox v.

Griffin (2019) 34 Cal.App.5th 440, 451.) In any event, Alberto is distinguishable. There, the confidentiality agreement treated “compensation and salary data and other employee information” as a “trade secret” that the plaintiff could not discuss. (Alberto, supra, 91 Cal.App.5th at p. 493.) That provision was unconscionable not only because it was facially illegal, but also because it affected the plaintiff’s status in the arbitration process. (Ibid.) Here, Plaintiff does not make a showing that “non-public sensitive information” necessarily precludes her from discussing her employment claims.

Given the low degree of procedural unconscionability and absence of substantive unconscionability, the Court concludes the EAA is enforceable. IX. CONCLUSION Defendant’s motion to compel arbitration of Plaintiff’s individual claims is GRANTED. This action is otherwise STAYED in its entirety pending the outcome of arbitration.

Case Management Conference at 2:30 p.m. July 29 and in related case 25CV478357 are CONTINUED to December 2, 2026. - oo0oo -

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