Lopez v. Manulife Investment Management Farmland Management Services, Inc.

Nonsignatory 8

Defendant is not a signatory to the arbitration agreement at issue here, but seeks to compel plaintiff to arbitration. “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.) “The 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, internal quotes and citation omitted.)

Here, the agreement provides,

“The Employee and the Company both agree that except as otherwise provided in this Policy, any claim, dispute, and/or controversy that either party may have against the other ... which would otherwise require or allow resolution by any court between Employee and the Company (or between Employee and the Company’s owners, parent or subsidiary companies, affiliates, directors, officers, managers, employees, agents, and parties affiliated with its employee benefit and health plans) arising from, related to, or having any relationship or connection whatsoever with an Employee seeking employment with, employment by, or other association with or termination by the Company ... shall be submitted to and determined exclusively by binding arbitration.”

(Segovia Decl., Exh. A.)

The arbitration agreement defines the Company as “O.F.R., Inc.” (Ibid.) In the Spanish version, plaintiff’s name appears on the signature line for the employee and “Jose Ramirez” appears on the signature line designated for O.F.R., Inc. (Id. at Exh. B.) Jose Ramirez was employed as an O.F.R. supervisor at the time. (Id. at ¶ 11.) Defendant presents the arbitration agreement as a stand-alone document. (Id. at Exhs. A, B.)

Equitable Estoppel

Defendant argues it should be permitted to compel plaintiff to arbitration under the theory of equitable estoppel. Under the theory of equitable estoppel a plaintiff may be compelled to arbitrate with a nonsignatory where the claims asserted by the plaintiff are inextricably intertwined with the underlying agreement. (Soltero v. Precise Distribution, Inc. (2024) 102 Cal.App.5th 887, 893.) The parties have identified a dispute between Garcia v. Pexco, LLC (2017) 11 Cal.App.5th 782 and Soltero v.

Precise Distribution, Inc., supra, 102 Cal.App.5th 887 regarding the doctrine of equitable estoppel in the context of nonsignatories to an arbitration agreement. Both of these cases involved staffing companies, but the court in Soltero noted it did not involve a situation where co-defendants were being sued on a joint employer theory. (Soltero v. Precise Distribution, Inc., supra, 102 Cal.App.5th at p. 897.)

In Soltero, the appellate court found that the plaintiff was suing the place she was assigned to work, not the staffing company, for Labor Code violations which did not rely on her employment agreement with the staffing company. (Id. at p. 893.) Thus, the court found that her complaint was not intertwined with the agreement containing the arbitration clause. (Ibid.) Soltero distinguished these circumstances from Garcia because in Garcia, both the work assignment and the staffing agency were named as defendants as joint employers. (Id. at p. 894.)

Defendant asserts that Garcia is good law in light of the discussion of it in Ford Motor Warranty Cases (2025) 17 Cal.5th 1122, 1132. However, this fails to consider that the California Supreme Court cites Garcia as legal authority on compelling arbitration where claims are “intimately founded in and intertwined with” the agreement, but Soltero for the authority “that one must be a party to the arbitration agreement either to be bound by or to invoke it.” (Ford Motor Warranty Cases, supra, 17 Cal.5th at pp. 1128, 1132.) Thus, the California Supreme Court has cited to both cases involved in the split of authority, but has not addressed the split.

Defendant also asserts that Gonzalez v. Nowhere Beverly Hills LLC (2024) 107 Cal.App.5th 111, 126-128, disagrees with Soltero. The appellate court in Gonzalez disagreed with Soltero to the extent Soltero found that a complaint making no mention of an underlying employment agreement meant equitable estoppel did not apply. (Id. at p. 127.) It also disagreed to the extent Soltero reasoned that Garcia had failed to show how Labor Code claims relied on the terms of the employment agreement. (Id. at pp. 127-128.) The California Supreme Court has not cited to Gonzalez.

Where appellate court decisions are in conflict with one another, then trial courts must choose between the conflicting decisions. (Auto Equity Sales, Inc. v. Superior Court of Santa Clara County (1962) 57 Cal.2d 450, 456.) Soltero is more closely aligned with the instant matter. Like in Soltero, plaintiff has only named defendant Manulife in the complaint, not the staffing agency, and has asserted Labor Code violations. Here, plaintiff has not named O.F.R. as a defendant in this lawsuit, nor does plaintiff mention his employment with O.F.R. as a basis for liability against the named defendant. Also, here the arbitration agreement at issue was presented as a stand-alone document.

As such, the court is inclined to follow Soltero and find that defendant is not entitled to compel plaintiff to arbitration under the theory of equitable estoppel. Accordingly, the court need not reach plaintiff’s contentions that the arbitration agreement is otherwise unenforceable.

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 05/15/26. (Judge’s initials) (Date)

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