Wagner vs. Anaheim Arena Management, LLC

EXTENT THIS PROVISION IS UNENFORCEABLE AS A MATTER OF LAW.” (Montes Dec., Ex. 1 [emphasis added].)

Defendant argues that it can compel individual PAGA claims to arbitration while representative claims may proceed separately, 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.)

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 dismiss the action is DENIED AS MOOT.

Defendant is ordered to give notice of this ruling.

10 30-2026-01557156 Defendant Anaheim Arena Management, LLC’s (“Defendant”) Wagner vs. Motion to Compel Individual Arbitration of Plaintiff Nicholas Anaheim Arena Wagner’s (“Plaintiff”) Individual PAGA Claim to Arbitration and Management, LLC Stay Non-Individual PAGA Claim is DENIED.

The court OVERRULES Defendant’s objections to Plaintiff Nicholas Wagner’s Declaration as there is sufficient foundation for his statements, and Defendant’s objections are essentially disputes as to the credibility and merit of Plaintiff’s statements, not their admissibility.

The court declines to rule on Defendant’s objection to Plaintiff’s counsel, Brett Szmanda’s Declaration, as his description of the checklist document is irrelevant to the court’s ruling.

The court concludes that there exists a valid agreement to arbitrate the employment-related claims asserted by Plaintiff.

(CCP § 1281.2.) Defendant provides the declaration of Angel Montes, Vice President of Talent Acquisition & Team Member Experience for Defendant, who states that Plaintiff “signed a Mutual Agreement to Arbitrate Claims.” (Montes Dec. ¶ 2, Ex. 1.) While Plaintiff challenges the date listed on the arbitration agreement as August 28, 2021, when the agreement was signed on August 26, 2021, the court reads the date written in the signature section as August 26, 2021. (Id. at p. 3.) Further, Plaintiff does not dispute that it is his signature on the document. (Wagner Dec. ¶ 13 [“I recognize the signature on that document as mine . . .”].)

It is undisputed that the Federal Arbitration Act (“FAA”) governs the subject arbitration agreement. “The arbitration agreement states: “The parties agree that this Agreement is governed by the Federal Arbitration Act. 9 U.S.C. §§ 1, et seq. The parties also understand and agree that the Company is engaged in transactions involving interstate commerce.” (Montes Dec., Ex. 1.) Defendant’s business also involves interstate commerce as they use vendors outside of California, contract with performers from outside of California, and attendees from outside of California attend its events. (Montes Dec. ¶ 11.) The court finds that these facts demonstrate that Defendant’s business activities substantially affect interstate commerce, and therefore the FAA applies to the subject arbitration agreement.

The court also finds that the subject arbitration agreement, read together with the CONFIDENTIALITY & PROPRIETARY RIGHTS AGREEMENT (“C&P Agreement”) signed by Plaintiff during onboarding along with the arbitration agreement, is unconscionable and unenforceable.

In OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, the California Supreme Court recognized that notwithstanding the strong public policy favoring arbitration, “‘generally applicable contract defenses, such as . . . unconscionability, may be applied to invalidate arbitration agreements without contravening” the FAA’ or California law.” (Id. at 125; accord AT&T Mobility LLC v. Concepcion (2011) 563 U.S. 333, 339.)

“[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.)

Here, the arbitration agreement was a form agreement, and one of twenty documents provided to Plaintiff during the onboarding process, which Plaintiff “understood that we were expected to complete and return the documents that day.” (Wagner Dec. ¶¶ 4- 5.) Plaintiff states that it was not an agreement he felt he “could independently accept or reject.” (Id. ¶ 6.) He states: “No one told me that signing the arbitration document was optional or that I could refuse to sign it and still be hired and scheduled normally.” (Id. 10.) Indeed, no language in the arbitration agreement itself indicates that it is optional notwithstanding Defendant’s claim that some of its employees remain employed without signing the agreement. (Montes Dec. ¶ 10, Ex. 1.) Thus, the court finds that Plaintiff has established some level of procedural unconscionability associated with the subject arbitration agreement.

Substantive Unconscionability

The court also finds that Plaintiff has established several terms in the subject arbitration agreement and C&P Agreement that establish a high level of substantive unconscionability.

First, the scope of the arbitration agreement and the claims that are covered by the agreement are unconscionably overbroad.

The covered disputes for this arbitration agreement include: • “[A]ny and all disputes, claims or controversies between the parties, including but not limited to any dispute arising out of or relating to this Agreement, the employment relationship between the parties. or the formation or termination of the employment relationship. . .” (Montes Dec., Ex. 1 [emphasis added].) • “[A]ny claims that the Company may have against Employee, or that Employee may have against the Company and/or any of its officers, directors, employees, owners, agents, representatives, benefit plans. sponsors, fiduciaries, agents, parents, subsidiaries, or affiliated entities.” (Id. [emphasis added].) • “[A]ll past, current, and future claims, including any pending litigation, for: wrongful termination; breach of any contract or covenant, express or implied; breach of any duty owed to Employee by Company or to Company by Employee: personal, physical or emotional injury (excluding claims covered under the Workers’ Compensation Act): fraud, misrepresentation, defamation, and any other tort claims; wages or other compensation due; penalties: benefits: reimbursement of expenses; discrimination or harassment, including but not limited to discrimination or harassment based on race, sex, color, pregnancy, religion, national origin, ancestry, age, marital status, physical disability, mental disability, medical condition, or sexual orientation; retaliation: violation of any local, state, or federal constitution, statute, law, ordinance or regulation (as originally enacted and as amended), including but not limited to Title VII of the Civil Rights Act of 1964. Age Discrimination in Employment Act of 1967, Americans With Disabilities Act, Fair Labor Standards Act, Employee Retirement Income Security Act, Immigration Reform and Control Act, Consolidated Omnibus Budget Reconciliation Act, Family and Medical Leave Act, California Fair Employment and Housing Act, California Family Rights Act, California Labor Code, California Civil Code, and the California Wage Orders.” (Id. [emphasis added].)

The broad scope of this arbitration agreement is emphasized by the statement that: “BY SIGNING THIS AGREEMENT, THE PARTIES HEREBY WAIVE THEIR RIGHT TO HAVE ANY DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT.” (Montes Dec., Ex. 1 [emphasis added].)

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].” (Id. at 328.)

Courts have deemed unconscionable broad arbitration agreement 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.”].) “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.)

“[T]he unconscionability doctrine is concerned . . . with terms that are ‘unreasonably favorable to the more powerful party.’” (Stoker v. Blue Origin, LLC (2026) 120 Cal. App. 5th 91, 107.)

Courts have found language similar to the language in this agreement as overbroad. (Id. [unconscionable agreement required arbitration of “any and all claims, disputes, or controversies between the Company and me, including, without limitation, claims arising out of or relating to my employment application and/or hiring process, employment with the Company, and/or any termination of my employment ... tort claims [and] breach of contract claims.”]; id. [“Company” is “defined to include not only Blue Origin, but also its “parent, subsidiaries, affiliates, successors or assigns, as well as their current and former officers, directors, employees and agents.”].) An arbitration agreement is overbroad if “it applies to any claim that might arise at any time between [plaintiff employee] and [defendant employer] or its parent, subsidiaries, affiliates, successors or assigns, or employees of any of these entities.” (Id. at 108.)

Further, it is substantively unconscionable and overbroad for an arbitration agreement to include a requirement that the plaintiff employee “agree[] to arbitrate any claim that arises out of the employment context ‘or any other interaction/relationship we had, have or may have in the future.’” (Phan v. Knight Sacramento SU Inc. (2026) 121 Cal. App. 5th 641, 655.)

The court finds that the subject arbitration agreement contains all of the hallmarks that demonstrate that it is unconscionably overbroad and one-sided. Defendant argues that the arbitration agreement should be read to limit claims to employment-related disputes, but that goes against the explicit language in the agreement that states that is not limited to employment-related disputes, and in fact covers a wide range of other nonemployment-related claims.

“Where a contract is susceptible to two interpretations, one which renders it valid and the other which renders it void, a court should select the interpretation that makes the contract valid.” (Ayala- Ventura v. Superior Ct. (2026) 119 Cal. App. 5th 241, 257.) “Construing the Agreement in a manner that avoids unconscionability, [a court may] interpret the Agreement as applying to only employment-related claims.” (Id.) However, the court finds that the language in this arbitration agreement makes clear that non-employment-related claims are covered by the agreement, and there is no similar ambiguity.

Further, the Ayala- Ventura court narrowed the ambiguous language to include only employment-related claims in part because “[g]iven [the defendant] solely provides commercial janitorial services, [the court was] hard-pressed to discern how a []vast range of claims completely unrelated to [plaintiff’s] employment could arise[.]” (Id. at 257.) Here, Defendant “is in the business of venue management,” and “manages and operates the Honda Center, an entertainment and sports venue,” wherein a vast range of nonemployment-related claims may arise, for example, if Plaintiff were present as an attendee at the venue and not as an employee. (Montes Dec. ¶ 11.)

Second, the arbitration agreement must be read in conjunction with the C&P Agreement that was also included in Plaintiff’s onboarding package, and together they evidence further lack of mutuality. “Several contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.” (Cal. Civ. Code § 1642.)

The C&P Agreement states: “Employee recognizes and agrees that a breach of any or all of the provisions of Sections 1 through 6 of this Agreement will constitute immediate and irreparable harm to the Company for which damages cannot be readily calculated and for which damages are an inadequate remedy. Employee acknowledges that the Company shall be entitled to injunctive and/or declaratory relief. Employee further acknowledges that by seeking injunctive and/or declaratory relief, the Company will not waive or otherwise compromise its ability to obtain monetary or compensatory damages.” (Szmanda Dec., Ex. 3 § 7.) “It is the desire and intent of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.” (Id. § 10.2.) “The prevailing Party in any litigation concerning this Agreement shall be entitled to an award of a reasonable sum as and for attorneys' fees and costs of suit.” (Id. § 10.6.)

Plaintiff contends that the C&P Agreement preserves court access for Defendant’s likely confidentiality, intellectual-property, and competition claims while predetermining irreparable harm, inadequacy of damages, and Defendant’s entitlement to equitable relief.

“Courts routinely hold that employer-drafted arbitration agreements are unconscionable if they compel arbitration of claims most likely to be brought by employees, while exempting from arbitration claims most likely to be brought by the employer.” (Stoker, 120 Cal. App. 5th at 108.) “[I]t is unfairly one-sided for an employer with superior bargaining power to impose arbitration on the employee as plaintiff but not to accept such limitations when it seeks to prosecute a claim against the employee . . .

If the arbitration system established by the employer is indeed fair, then the employer as well as the employee should be willing to submit claims to arbitration.” (Id. at 109.) “Without reasonable justification for this lack of mutuality, arbitration appears less as a forum for neutral dispute resolution and more as a means of maximizing employer advantage.” (Id.) “Claims for trade secret violations, trademark infringement, breach of fiduciary duty, breach of proprietary information, confidentiality obligations, and non-solicitation agreements are most likely to be brought by an employer, not an employee.” (Id. at 110.)

As applied here, the agreements read together require Plaintiff to arbitrate the claims he is most likely to assert against Defendant and Defendant’s affiliates, while preserving a judicial venue and other benefits for claims most likely to be brought by Defendant against Plaintiff. Accordingly, these agreements are substantively unconscionable.

Third, there are terms in the C&P Agreement that are contrary to California law rendering the agreements unconscionable. The C&P Agreement unlawfully “[r]equire[s] an employee to sign a waiver or other document that purports to deny the employee the right to disclose information about the employer's working conditions.” (Cal. Lab. Code § 232.5(b).) The C&P Agreement includes in its definition of Confidential Information: employee compensation, labor relations, employee lists, training materials and information, methods of doing business, costs, operations, financial information, and “any other confidential information of any kind” relating to Defendant, its affiliates, customers, suppliers, or vendors. (Szmanda Dec., Ex. 3 § 3.1.)

On the other hand, the C&P Agreement also states: “Nothing herein shall prohibit employees from discussing their wages, benefits, and other terms of employment as permitted by law[.]” (Id. § 3.3.) The court finds that these terms, read together, still improperly limit disclosure of working conditions by an employee outside of wages, benefits and other terms of employment, in violation of Lab. Code § 232.5(b).

The C&P Agreement also implicates an unlawful restraint on work. “[E]very contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void.” (Cal. Bus. & Prof. Code § 16600.) Courts invalidate agreements containing “overly restrictive provisions [that] operate as a de facto noncompete provision,” when “they plainly bar [the employee] in perpetuity from doing any work in [his] field[.]” (Brown v. TGS Mgmt. Co., LLC (2020) 57 Cal. App. 5th 303, 319.)

Here, the agreement deems as Confidential Information wide swaths of information including methods of doing business, strategies, operations, labor relations, training materials and information processes, techniques, concepts, processes and methodology, and “any other confidential information of any kind, nature or description, tangible or intangible, in whatever form, relating to the Company, the Company's affiliates, and/or any of their customers, suppliers and/or vendors.” (Szmanda Dec., Ex. 3 § 3.1.)

The C&P Agreement requires that “Employee will not at any time, while employed by the Company or at any time thereafter, use, divulge, disclose and/or communicate, either directly or indirectly, in any manner whatsoever, any Confidential Information to any person or entity without the prior written authorization of the Company's Vice President of Human Resources.” (Id. § 3.3 [emphasis added].) While the C&P Agreement states that an employee “is not . . . restricted from being employed by or engaged in any type of business following the termination” of employment, the broad language restricting what confidential information Plaintiff may use in effect limits his ability to work as a safety officer after his termination of employment. (Szmanda Dec., Ex. 3 § 4.2.)

Fourth, the arbitration agreement also improperly suggests that Plaintiff cannot recover statutory costs he would otherwise be able to recover in court. The arbitration agreement states: “Employee shall be responsible for paying Employee's own other costs for the arbitration, including, but not limited to, attorneys’ fees, witness fees, transcript fees and other litigation expenses that Employee would otherwise be required to bear in a court action.” (Montes Dec., Ex. 1.)

“[A]n arbitration agreement may not limit statutorily imposed remedies such as punitive damages and attorney fees[.]” (Armendariz v. Found. Health Psychcare Servs., Inc. (2000) 24 Cal. 4th 83, 103.) “[W]hen an employer imposes mandatory arbitration as a condition of employment, the arbitration agreement or arbitration process cannot generally require the employee to bear any type of expense that the employee would not be required to bear if he or she were free to bring the action in court.” (Id. at 110-111.) An agreement is “substantively unconscionable [when] it requires the parties to bear their own attorney fees, [if plaintiff’s] statutory wage claims would entitle her to recover her attorney fees if she prevails.” (Carbajal v. CWPSC, Inc. (2016) 245 Cal. App. 4th 227, 250.)

Defendant argues that the employee is not precluded from recovering statutory costs because the arbitration agreement states: “Employee shall not be required to pay any type amount of expense if such requirement would invalidate this Agreement or would otherwise be contrary to the law as it exists at the time of arbitration.” (Montes Dec., Ex. 1.) Defendant also argues that the arbitrator “is authorized to award any remedy or relief available under applicable law that the arbitrator deems just and equitable, including any remedy or relief that would have been available to the parties had the matter been heard in a court,” which would include statutory costs. (Id.)

Defendant contends that the costs the employee must pay are limited to those the “Employee would otherwise be required to bear in a court action,” which would not include any statutory costs. However, the court finds that all of this qualifying language does not take away from the impression that the employee would have to bear his own costs. (Hasty v. Am. Auto. Assn. etc. (2023) 98 Cal. App. 5th 1041, 1062 [“The fact that the provision applies to only the ‘extent permitted by law’ does not save it because the employee would have no way of knowing what would be covered or not covered by this provision.”].)

Fifth, the arbitration agreement is substantively unconscionable to the extent it limits Plaintiff’s ability to bring representative PAGA and ERISA claims. “[A] predispute categorical waiver of the right to bring a PAGA action is unenforceable.” (Adolph v. Uber Techs., Inc. (2023) 14 Cal. 5th 1104, 1117.) Such a clause is unconscionable and it is irrelevant that the plaintiff “has not brought a private attorney general action.” (Hasty v. Am. Auto. Assn. etc. (2023) 98 Cal. App. 5th 1041, 1063.)

The arbitration agreement states: “THE PARTIES FURTHER AGREE THAT NEITHER PARTY MAY BRING, PURSUE, OR ACT AS A PLAINTIFF OR REPRESENTATIVE IN ANY PURPORTED REPRESENTATIVE PROCEEDING OR ACTION, OR OTHERWISE PARTICIPATE IN SUCH REPRESENTATIVE PROCEEDING OR ACTION OTHER THAN ON AN INDIVIDUAL BASIS EXCEPT TO THE EXTENT THIS PROVISION IS UNENFORCEABLE AS A MATTER OF LAW.” (Montes Dec., Ex. 1 [emphasis added].)

Defendant argues that it can compel individual PAGA claims to arbitration while representative claims may proceed separately, 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

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