Gardner vs. Safran Cabin Inc.

pointing to the provision that “ANY REPRESENTATIVE CLAIMS THAT ARE FOUND NOT SUBJECT TO ARBITRATION . . . SHALL BE RESOLVED IN COURT AND ARE STAYED PENDING THE OUTCOME OF THE ARBITRATION.” (Montes Dec., Ex. 1.) However, as stated above, an unconscionable provision is not saved when an “employee would have no way of knowing what would be covered or not covered by this provision.” (Hasty, 98 Cal. App. 5th at 1062.)

While the court previously determined that the arbitration agreement was enforceable, the court was without the benefit of the C&P Agreement, Plaintiff’s statements as to procedural unconscionability, and Plaintiff’s legal arguments in opposition to this Motion.

In light of the procedural unconscionability associated with the arbitration agreement and multiple substantively unconscionable provisions in the arbitration agreement and C&P Agreement, the court declines to sever the unconscionable terms, and instead deems the arbitration agreement unconscionable and unenforceable.

Based on the foregoing, Defendant’s Motion to Compel Arbitration is DENIED. Defendant’s request to stay the action is DENIED AS MOOT.

Defendant is ordered to give notice of this ruling.

11 30-2026-01542516 Defendant Safran Cabin Inc.’s (“Defendant”) Motion to Compel Gardner vs. Safran Arbitration, Dismiss Class Claims and Stay Proceedings is Cabin Inc. GRANTED IN PART. IT IS ORDERED THAT Plaintiff’s individual claims (including Plaintiff’s individual PAGA claim) are compelled to arbitration, Plaintiff’s class claims are DISMISSED, and the case is STAYED pending completion of arbitration.

It is undisputed that there exists a valid agreement to arbitrate the employment-related claims asserted by Plaintiff. (CCP § 1281.2.) It is also undisputed that the Federal Arbitration Act (“FAA”) governs the subject arbitration agreement.

A. Delegation of Authority to Arbitrator

However, the parties dispute whether the court or the arbitrator may decide questions of arbitrability of the claims, as well as enforcement and unconscionability of the arbitration agreement.

“[P]arties 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.” (Henry Schein, Inc. v. Archer & White Sales, Inc. (2019) 586 U.S. 63, 67–68.) “When the parties' contract delegates the arbitrability question to an arbitrator, a court may not override the contract.” (Id. at 68.) “In those circumstances, a court possesses no power to decide the arbitrability issue.” (Id.) “[P]arties may delegate threshold arbitrability questions to the arbitrator, so long as the parties' agreement does so by ‘clear and unmistakable’ evidence.” (Id. at 69.)

Delegation is not clear and unmistakable if “one provision of the arbitration agreement stated that issues of enforceability or voidability were to be decided by the arbitrator, [but] another provision indicated that the court might find a provision unenforceable.” (Parada v. Superior Ct. (2009) 176 Cal. App. 4th 1554, 1566.)

The arbitration agreement states: “The Parties mutually agree to resolve all disputes, claims and/or controversies between them that could be brought in court through the Arbitration Program, including but not limited to all disputes arising out of and/or relating to the Arbitration Program . . .” (Snow Dec., Ex. B at p. 2 § 3.) The arbitration agreement also states: “If a court determines that this Arbitration Program is lacking any employee protections required by law, Safran Cabin, at its sole discretion, may offer employees protections that the court deems necessary to preserve the validity and enforceability of this Arbitration Program.” (Snow Dec., Ex.

B § 10 [emphasis added].) These conflicting terms, which do not mention the words interpretation, applicability, or enforceability of the arbitration agreement, are not clear and unmistakable delegation of authority to the arbitrator to decide these issues.

Defendant argues that the current AAA rules state: “The arbitrator shall have the power to rule on their own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or the arbitrability of any claim or counterclaim.” (Def.’s RJN, Ex. 1 § 7(a).) However, it is undisputed that these AAA rules were not provided to Plaintiff. (Snow Dec. ¶ 6.) Defendant relies on non-binding federal cases to argue that the court should find the broad, vague language in the arbitration agreement along with the AAA rules that were not provided to Plaintiff as evidence of a clear and unmistakable delegation of authority to the arbitrator. The court declines to do so.

B. Unconscionability/Enforceability

“[U]nconscionability has both a ‘procedural’ and a ‘substantive’ element, the former focusing on ‘oppression’ or ‘surprise’ due to unequal bargaining power, the latter on ‘overly harsh’ or ‘onesided’ results.” (Armendariz v. Found. Health Psychcare Servs., Inc. (2000) 24 Cal. 4th 83, 114.) “The prevailing view is that [procedural and substantive unconscionability] must both be present in order for a court to exercise its discretion to refuse to enforce a contract or clause under the doctrine of unconscionability.” (Id.) “But they need not be present in the same degree.” (Id.) “Essentially a sliding scale is invoked which disregards the regularity of the procedural process of the contract formation, that creates the terms, in proportion to the greater harshness or unreasonableness of the substantive terms themselves.” (Id.) “In other words, 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.” (Id.)

Procedural Unconscionability

“Unconscionability analysis begins with an inquiry into whether the contract is one of adhesion.” (Armendariz, 24 Cal. 4th at 113.) “The term [contract of adhesion] signifies a standardized contract, which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it.” (Id.) Although adhesion alone “generally indicates only a low degree of procedural unconscionability,” the potential for overreaching in the employment context “warrants close scrutiny of the contract's terms.” (Stoker v. Blue Origin, LLC (2026) 120 Cal. App. 5th 91, 106.)

Plaintiff objects to the fact that he did not receive a copy of the AAA rules. (Snow Dec. ¶ 6.) However, that does not make the agreement procedurally unconscionable because Plaintiff did not “identify any feature of the AAA rules that prevent fair and full arbitration.” (Peng v. First Republic Bank (2013) 219 Cal. App. 4th 1462, 1472 [“[F]ailure to attach the AAA rules, standing alone, is insufficient grounds to support a finding of procedural unconscionability.”].)

However, as this arbitration agreement is a contract of adhesion required as a condition of employment, there is some degree of procedural unconscionability. “A greater degree of procedural unconscionability is present when the circumstances of a contract's formation evince ‘oppression’ . . . beyond that usually present in a contract of adhesion.” (Fuentes v. Empire Nissan, Inc. (2026) 19 Cal. 5th 93, 104.) “Oppression occurs where a contract involves lack of negotiation and meaningful choice.” (Id.) When “a prospective employer directs an applicant to sign an arbitration agreement as part of the employment application process, the economic pressure on the applicant to sign the agreement is particularly high.” (Id.)

Substantive Unconscionability

Plaintiff contends that the arbitration agreement is substantively unconscionable because it contains a wholesale PAGA waiver. However, courts have stated that while California prohibits “wholesale waiver of PAGA claims,” the courts tend to sever the waiver, apply the arbitration agreement to the individual PAGA claim and stay the remaining representative PAGA claim. (Adolph v. Uber Techs., Inc. (2023) 14 Cal. 5th 1104, 1114.) Thus, this waiver does not evidence substantive unconscionability.

Plaintiff argues that the agreement is substantively unconscionable because it is overly broad in scope, of indefinite duration, and lacks mutuality.

The agreement requires that Plaintiff arbitrate claims not only against Defendant but also “each of the foregoing Safran Cabin entities and its officers, directors, employees, owners, shareholders, members, agents, representatives, plans, sponsors, fiduciaries, gents, attorneys, parents, subsidiaries, and affiliated entities.”

The claims subject to arbitration include: “[A]ny and all disputes and/or Claims against the other that could be brought in a court, except those expressly excluded herein or otherwise excluded by law, including but not limited to: all past, present, and future claims, including but not limited to: Title VII of the Civil Rights Act of 1964; the Age Discrimination m Employment Act of1967; the Americans With Disabilities Act; the Rehabilitation Act of 1973; the Fair Labor Standards Act; the Equal Pay Act of 1963; the Lilly Ledbetter Fair Pay Act of 2009; the Employee Retirement Income Security Act (to the extent allowed by law); the Consolidated Omnibus Budget Reconciliation Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Fair Credit Reporting Act, the Uniformed Services Employment and Reemployment Rights Act of 1994; Section 1981 through 1988 of Title 42 of the United States Code; any federal, state, or local anti-discrimination laws relating to wrongful termination, discrimination, harassment, retaliation, breach of contract/covenant, trade secrets, emotional distress, fraud, misrepresentation, defamation, tort claims, minimum wage, compensation for time worked, overtime, bonuses, meal/rest breaks, wage statements, reimbursement, penalties, benefits, background and credit checks, and violations of any federal, state, local, or other government constitution, statute, ordinance or regulation; and, all claims based on any public policy or common law (including California’s Private Attorney General Act (“PAGA”) to die extend allowed by law)(collectively the “Claims”); however, the term “Claims” as used herein does not include any claim or claims that cannot be arbitrated under the law, including but not limited to workers’ compensation, unemployment compensation, state or federal disability benefits, stock option and welfare plans (if they contain some form of a grievance, arbitration, or other procedure for resolution of disputes under the plan), and certain whistleblower and/or sexual harassment claims, pursuant to applicable law.”

An agreement is substantively unconscionable when there is a “lack of a 'modicum of bilaterality,' wherein the employee's claims against the employer, but not the employer's claims against the employee, are subject to arbitration.” (Little v. Auto Stiegler, Inc. (2003) 29 Cal. 4th 1064, 1072.) Cook v. Univ. of S. California (2024) 102 Cal. App. 5th 312, held that an arbitration agreement between the University of Southern California (“USC”) and one of its employees was unconscionable because of its overly broad scope of claims, indefinite duration and requirement that the employee arbitrate claims against USC’s affiliates without any mutual arbitration requirement for the affiliates. “The plain language of the arbitration agreement thus provides a significant benefit to [defendant employer’s] related entities without any reciprocal benefit to [plaintiff employee].” (Cook, 102 Cal.

App. 5th at 328.) Courts have deemed unconscionable broad arbitration agreements that require an employee to “arbitrate claims that are unrelated to her employment” with the defendant employer. (Id. at 321 [discussing an agreement that requires the arbitration of “all claims, whether or not arising out of Employee's University employment, remuneration or termination, that Employee may have against the University or any of its related entities, including but not limited to faculty practice plans, or its or their officers, trustees, administrators, employees or agents, in their capacity as such or otherwise; and all claims that the University may have against Employee.”].)

However, courts looking at Cook have stated that its holding is contingent on the broad reach of USC’s operations and the broad scope of claims that could potentially arise between the plaintiff employee and an affiliate that would have nothing to do with the employment relationship. “The agreement in Cook was unconscionable in part because of the multifarious ways in which a claim against USC “completely unrelated to [Cook's] employment” could arise.” (Ayala-Ventura v. Superior Ct. of Fresno Cnty. (2026) 119 Cal.

App. 5th 241, 257.) Thus, “[t]he various potential claims that could arise against USC together with the agreement's infinite duration made it unconscionable.” (Id. [distinguishing agreement from Cook by stating “[n]othing in the record indicates CCS's operations have anything like the wellknown, broad capacity of USC's reach”].) Cook does not stand for finding substantive unconscionability simply because an arbitration agreement has similar terms to the agreement in Cook. Those terms must be viewed within the context in which USC operates.

As one court stated: “We are not convinced the Agreement's purported failure to require [defendant’s affiliates] to arbitrate their claims against [plaintiff] results in a lack of mutuality between the contracting parties.” (Id. at 259.) “The Agreement is between [defendant] and [plaintiff]; it is not between [plaintiff] and [defendant’s affiliates].” (Id.)

The court finds that while the language in the arbitration agreement regarding the scope of covered claims is broad, it can be limited and the remainder of the agreement enforced.

“[N]o bright line rule requires a court to refuse enforcement if a contract has more than one unconscionable term.” (Ramirez v. Charter Commc'ns, Inc. (2024) 16 Cal. 5th 478, 516.) “At the outset, a court should ask whether ‘the central purpose of the contract is tainted with illegality.’” (Id.) “If so, the contract cannot be cured, and the court should refuse to enforce it.” (Id.) Here, there is no evidence that central purpose of the arbitration agreement is tainted with illegality. The primary issue is that the scope of the agreement is too broad.

“If that is not the case, the court should go on to ask first, whether the contract's unconscionability can be cured purely through severance or restriction of its terms, or whether reformation by augmentation is necessary.” (Ramirez, 16 Cal. 5th at 516.) “If no ‘reformation is required,’ the offending provision can be severed or limited, and ‘the rest of the arbitration agreement left intact,’ then severance or restriction is the preferred course for provisions that are collateral to the agreement's main purpose.” (Id.) “Even if a contract can be cured, the court should also ask whether the unconscionability should be cured through severance or restriction because the interests of justice would be furthered by such actions.” (Id.)

The court finds that the arbitration agreement can be cured by limiting the scope of covered claims to only employment-related disputes, and finds that the interests of justice would support the narrowing of the scope of claims as the remaining agreement is not otherwise unconscionable.

As there is only some degree of procedural unconscionability, and as the substantively unconscionable terms can be limited, the court finds that the arbitration agreement is enforceable. Accordingly, Defendant’s Motion to Compel Arbitration is GRANTED as to Plaintiff’s individual claims.

C. Arbitration of Individual PAGA Claim

“When an action includes arbitrable and nonarbitrable components, the resulting bifurcated proceedings are not severed from one another; rather, the court may ‘stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement.’” (Adolph v. Uber Techs., Inc. (2023) 14 Cal. 5th 1104, 1125-1126 [when an arbitration agreement “requires the trial court to bifurcate and order individual PAGA claims to arbitration when an appropriate arbitration agreement exists, the individual PAGA claims in arbitration remain part of the same lawsuit as the representative claims remaining in court”].) Accordingly, Plaintiff’s individual PAGA claim is compelled to arbitration.

D. Class Waiver

The arbitration agreement states: “NO CLASS ACTIONS COLLECTIVE ACTION AND/OR REPRESENTATIVE ACTIONS. THE PARTIES AGREE THAT EACH MAY FILE CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND MAY NOT FILE CLAIMS AS A PLAINTIFF IN, AND/OR PARTICIPATE AS A CLASS MEMBER IN, ANY CLASS ACTION, COLLECTIVE ACTION AND/OR REPRESENTATIVE ACTION AGAINST THE OTHER (EXCEPT FOR ANY CLASS ACTIONS, COLLECTIVE ACTIONS AND/OR REPRESENTATIVE ACTIONS THAT WERE FILED PRIOR TO SEPTEMBER 3, 2018). THE PARTIES AGREE THAT ANY CLASS ACTION, COLLECTIVE ACTION AND/OR REPRESENTATIVE CLAIMS THAT ARE FOUND NOT SUBJECT TO ARBITRATION UNDER THIS ARBITRATION PROGRAM SHALL BE RESOLVED IN COURT, AND ARE STAYED PENDING THE OUTCOME OF THE ARBITRATION.

THE PARTIES AGREE THAT A COURT, NOT AN ARBITRATOR, SHALL DETERMINE WHETHER ANY CLAIMS MUST PROCEED ON A CLASS ACTION, COLLECTIVE ACTION AND/OR REPRESENTATIVE ACTION BASIS.” (Snow Dec., Ex. B at p. 3 § 9.)

The arbitration agreement reserves the question of whether any claim must proceed on a class action, collective action, and/or representative action basis to be decided by the court. As the arbitration agreement and the class action waiver are enforceable, the court dismisses Plaintiff’s class claims pursuant to the class action waiver.

E. Stay

Both the Federal Arbitration Act and California law provide for a stay of proceedings pending arbitration. (9 U.S.C. §3; CCP §1281.4.) Accordingly, this action is stayed pending completion of arbitration.

Defendant is ordered to give notice of this ruling.

12 JCCP 5426 Defendant SchoolsFirst Federal Credit Union’s (“Defendant”) SchoolsFirst Wage Motion to Compel Arbitration is GRANTED. IT IS ORDERED and Hour Cases THAT Plaintiff Mireya Briseno’s (“Plaintiff” of “Briseno”) individual PAGA claim is compelled to arbitration, and the 41