Synn, Susan vs. Qualfon Data Services Group, LLC

If no one requests oral argument, under Code of Civil Procedure section 1019.5(a) and California Rules of Court, rule 3.1312(a), no further written order is necessary. The minute order adopting this tentative ruling will become the order of the court and service by the clerk will constitute notice of the order. Court reporters are usually not available for law and motion matters in the civil division. The parties and counsel must provide their own reporter if they want a transcript of the proceedings.

Re: Synn, Susan vs. Qualfon Data Services Group, LLC Case No.: VCU328123 Date: August 27, 2026 Time: 8:30 A.M. Dept. 1-The Honorable David C. Mathias Motion: Motion to Compel Arbitration Tentative Ruling: To grant the motion through enforcement of the delegation clause and to stay the matter pending resolution of the arbitration. Case Management Conference is continued to February 25, 2027; 8:30 am; D1.

Background

Facts In this matter, Plaintiff sues Defendants Qualfon Data Services Group, Inc., Davianique Owens, Patsy Wagner and Terrence Vaughn ("Defendants") for discrimination, retaliation, failure to prevent discrimination and retaliation, failure to provide reasonable accommodation, failure to engage in interactive process, wrongful termination, retaliation, failure to pay minimum wage, failure to provide meal and rest breaks, failure to provide accurate wage statements, for waiting time penalties and for failure to timely inspect personnel file.

Defendants move to compel arbitration of these claims based upon an electronically executed "Dispute Resolution Agreement." Plaintiff does not appear to dispute electronically executing the Agreement, but does challenge the delegation clause as unconscionable. Further, the Court notes Plaintiff does not challenge the FAA's application to the Agreement.

Facts - Delegation Clause The Agreement states: "Additionally, except as this Agreement otherwise provides the Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability or waiver of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable."

Authority and Analysis - Delegation Clause Malone v. Superior Court (2014) 226 Cal.App.4th 1551 summarizes the applicable analysis with respect to this Court's procedure when faced with a delegation clause: "A delegation clause requires issues of interpretation and enforceability of an arbitration agreement to be resolved by the arbitrator. Delegation clauses have the potential to create problems of circularity. For example, suppose an arbitration agreement delegates the issue of enforceability to the arbitrator.

If the arbitrator concludes that the arbitration agreement is, in fact, not enforceable, this would mean that the entire agreement, including the delegation clause, is unenforceable-a finding that would undermine the arbitrator's jurisdiction to make that finding in the first place. For this reason, courts have treated the delegation clause as a separate agreement to arbitrate solely the issues of enforceability... "For this reason, when a party is claiming that an arbitration agreement is unenforceable, it is important to determine whether the party is making a specific challenge to the enforceability of the delegation clause or is simply arguing that the agreement as a whole is unenforceable.

If the party's challenge is directed to the agreement as a whole--even if it applies equally to the delegation clause--the delegation clause is severed out and enforced; thus, the arbitrator, not the court, will determine whether the agreement is enforceable. In contrast, if the party is making a specific challenge to the delegation clause, the court must determine whether the delegation clause itself may be enforced (and can only delegate the general issue of enforceability to the arbitrator if it first determines the delegation clause is enforceable). (Rent-A-Center, West, Inc. v.

Jackson (2010) 561 U.S. 63, 70)"

Here, Plaintiff makes a specific challenge to the delegation clause. As such, the Court examines the delegation clause and Plaintiff's challenge thereto regarding unconscionability. "There are two prerequisites for a delegation clause to be effective. First, the language of the clause must be clear and unmistakable. [citation omitted] Second, the delegation must not be revocable under state contract defenses such as fraud, duress, or unconscionability." (Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 242.)

Clear and Unmistakable "The requirement that the language of the delegation clause be clear is straightforward. The law presumes that a delegation to an arbitrator of enforceability issues is ineffective absent clear and unmistakable evidence that the parties intended such a delegation." (Id.) In Tiri, the "clause states unambiguously that '[t]he Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement . ...'" (Id.) The language here is strikingly similar and therefore the Court finds the first element met.

Defenses - Unconscionability The Malone court examined procedural and substantive unconscionability related to the delegation clause alone: "The party resisting arbitration bears the burden of proving unconscionability. [Citations.] Both procedural unconscionability and substantive unconscionability must be shown, but 'they need not be present in the same degree' and are evaluated on '"a sliding scale."' [Citation.] '[T]he 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.' [Citation omitted.] 'Where there is no other indication of oppression or surprise, the degree of procedural unconscionability of an adhesion agreement is low, and the agreement will be enforceable unless the degree of substantive unconscionability is high.' [Citation omitted.]" (Id. at 1561.)

Procedural Unconscionability - Delegation Clause As to procedural unconscionability, Malone noted this element focuses on "...the circumstances of contract negotiation and formation, focusing on oppression or surprise due to unequal bargaining power. [Citation omitted]" (Id.) "'"Oppression occurs where a contract involves lack of negotiation and meaningful choice, surprise where the allegedly unconscionable provision is hidden within a prolix printed form."' [Citation.]" (Citation omitted) When the contract is a contract of adhesion imposed and drafted by the party with superior bargaining power, the adhesive nature of the contract is "evidence of some degree of procedural unconscionability." (Citation omitted) However, the fact that an agreement is adhesive is not, alone, sufficient to render it unconscionable. (Citation omitted)" (Id.)

Here, Plaintiff argues that they were required to complete a series of documents within a short period of time to complete the onboarding process, that no one explained the Agreement, that no one informed Plaintiff of the jury trial waiver or the right to consult with an attorney, that no negotiation of the terms took place and that no meaningful review took place. Where a contract of adhesion includes the unequal bargaining power of contracting parties, with the weaker party's inability to negotiate, this may indicate procedural unconscionability in the form of oppression. (See Thompson v.

Toll Dublin, LLC (2008) 165 Cal.App.4th 1360, 1372.) "The term 'adhesion contract' refers to standardized contract forms offered to consumers of goods and services on essentially a 'take it or leave it' basis without affording the consumer a realistic opportunity to bargain and under such conditions that the consumer cannot obtain the desired product or services except by acquiescing in the form contract. [Citations.] The distinctive feature of a contract of adhesion is that the weaker party has no realistic choice as to its terms. [Citations.]" (Wheeler v.

St. Joseph Hospital (1976) 63 Cal.App.3d 345, 356.)

The fact that an arbitration agreement is mandatory for employment may be a factor in determining that it is procedurally unconscionable. (See, e.g., Trivedi v. Curexo Technology Corp. (2010) 189 Cal.App.4th 387, 393; Armendariz, supra, 24 Cal.4th at pp. 114-115.) However, "a compulsory pre-dispute arbitration agreement is not rendered unenforceable just because it is required as a condition of employment or offered on a 'take it or leave it' basis." (Lagatree v. Luce, Forward, Hamilton & Scripps (1999) 74 Cal.App.4th 1105, 1127.) Therefore, the Court finds some degree of procedural unconscionability as to the delegation clause contained in the Agreement.

S ubstantive Unconscionability - Delegation Clause "Substantive unconscionability pertains to the fairness of an agreement's actual terms and to assessments of whether they are overly harsh or one-sided. [Citations.] A contract term is not substantively unconscionable when it merely gives one side a greater benefit; rather, the term must be 'so one-sided as to "shock the conscience."' [Citation.]" (citation omitted)" (Malone, supra, 226 Cal. App. 4 th at 1561)

Malone concluded that a substantively unconscionable delegation clause has three components: "(1) a delegation clause is outside the reasonable expectation of the parties; (2) delegation clauses are not bilateral; and (3) the arbitrator has a self-interest in finding the agreement arbitrable--both so that the arbitrator can be compensated for arbitrating the dispute on the merits, and so that the arbitrator will be considered for further arbitration assignments." (Id. at 1563-1564.) The first element "standing alone, is not sufficient to render the clause unconscionable." (Id. at 1564)

As to the second element, while the Agreement at issue does name unconscionability as an issue the arbitrator shall have exclusive authority over, it delegates the authority to "resolve any issue relating to the...enforceability...of this Agreement." While this differs from the language of the delegation clause in Malone, the Court does not find it substantively unconscionable under Murphy v. Check 'N Go of California, Inc. (2007) 156 Cal.App.4th 138. In Murphy, the arbitration agreement stated the arbitrator would decide "Covered claims includ[ing] 'any assertion by you or us that this Agreement is substantively or procedurally unconscionable...'" (Id. at 145.)

Here, the Agreement's delegation clause more widely delegates any issue of enforceability, and includes unconscionability. As such, the Court does not find the second element present here, as the delegation clause does not exclusively single out unconscionability to be determined by the arbitrator.

The third element is preempted by the application of the FAA, which is not challenged by Plaintiff. (Malone, supra, 226 Cal. App. 4 th at 1565-1570.) Further, the Court notes that Plaintiff's substantive unconscionability challenge centers on terms not related to the delegation clause, such as discovery, mutuality, and judicial review. These are arguments as to the unconscionability of the Agreement as a whole, as opposed to those specifically directed at the delegation clause. In other words, Plaintiff states Plaintiff is specifically challenging the delegation clause as unconscionability, but fails to set forth an argument regarding why the delegation clause itself is substantively unconscionable under Malone.

Therefore, the Court here concludes, as did the court in Malone the following: "The delegation clause is not inherently unfair--it is not unilateral; it does not provide for a biased decision maker. Moreover, the clause is clear and unmistakable, and it is not hidden in fine print in a prolix form. We are simply concerned with a clause which may have been outside the reasonable expectations of the party signing a contract of adhesion. This is not overly harsh or so one sided as to shock the conscience. The delegation clause is not unconscionable." (Id. at 1570-1571.) Therefore, the Court will enforce the delegation clause and compel arbitration to "...permit the arbitrator to resolve [Plaintiff's] challenges to the validity and enforceability of the arbitration agreement as a whole." (Id. at 1571.)

If no one requests oral argument, under Code of Civil Procedure section 1019.5(a) and California Rules of Court, rule 3.1312(a), no further written order is necessary. The minute order adopting this tentative ruling will become the order of the court and service by the clerk will constitute notice of the order. Court reporters are usually not available for law and motion matters in the civil division. The parties and counsel must provide their own reporter if they want a transcript of the proceedings.

Re: Graham, Michael vs. CA Farms, LLC Case No.: VCU324716 (Consolidated - Lead) (Consolidated with Conterra Agricultural Capital, LLC vs. Prosperity Farms, LLC et al., PCU325122) Date: August 27, 2026 Time: 8:30 A.M. Dept. 1-Honorable David C. Mathias Motion: Motion to Approve Procedures for Sale of Real Property Tentative Ruling: To grant the motion.

Receiver Focus Management Group (Focus) seeks court approval of sale procedures for the sale of Tulare 22, the approximately 1,500 acre pistachio ranch that is the most significant asset in this receivership action. If approved, the proposed procedures will result in sale of Tulare 22 (plus the ranch's 2026 pistachio crop) for $18,227,615 to purchaser, Jay Gill, subject to overbids at a further scheduled hearing for overbids and sale confirmation. Code of Civil Procedure section 568.5 permits a receiver, pursuant to court order, to sell real property upon the notice and in the manner prescribed by Article 6 (commencing with Section 701.510) of Chapter 3 of Division 2 of Title 9 [of the Code of Civil Procedure]."

A. Primary request In the motion, Focus states it requests entry of a proposed order (which has been submitted with the motion) "by which the Court would, among other things, "(i) approve the Purchase Agreement between the Receiver and the current lead-bidder, Jay Gill ...; (ii) set a further hearing (the 'Sale Confirmation Hearing') for October 1, 2026 [a date Focus has already reserved], at which the Court will allow overbids and confirm the sale of Tulare-22 to the prospective overbidder whose qualification package satisfies the requirements detailed in the proposed order ... and who submits the highest and best offer for Tulare-22; (iii) approve procedures for the Receiver to give notice of the proposed sale and the Sale Confirmation Hearing; and (iv) approve procedures for qualifying bidders and allowing overbids at the Sale Confirmation Hearing."

The court notes there is no objection to the proposed sale procedures (except as noted and addressed below). The court further notes the following: 1. The purchase agreement reflects a proposed purchase price reached through a competitive bidding process. Pearson Realty Inc. (Pearson) broker Sullivan Grosz describes marketing efforts intended to "maximize exposure," including listing on numerous platforms such as "the Pearson website, MLS, ... Land.com, Lands of America, Acres.com and Crexi," and direct marketing through "distributed email marketing campaigns" and "phone calls ... and/or ... in person meetings with more than 1,000 industry contacts," which, according to Grosz, "generat[ed] significant interest."

According to Grosz, Pearson heard from "more than two dozen brokers and prospective buyers expressing interest in the property, resulting in several competing offers and multiple higher offers being submitted during the sale process." In total, Pearson received eight offers, of which bidder Jay Gill's was the highest at $18,227,615, with the other bids ranging as low as $7,000,000. According to Juanita Schwartzkopf, senior managing director of Focus, marketing of the property commenced June 4, 2026.

According to both Schwartzkopf and Grosz, the last of the eight offers was received June 27, 2026, and, after that, Gill, who had submitted an earlier lower offer, submitted a revised offer at the $18,227,615 amount.