Francisco Guevara Vs Westcoast Plumbing Service, Inc.

According to Mr. Smayra, he did not present the Arbitration Agreement to Plaintiff as a condition of employment and he has no record of Plaintiff opting-out of the Arbitration Agreement. (Id. at ¶ 10.) Mr. Smayra states that Plaintiff signed both the English and Spanish versions of the Arbitration Agreement on March 9, 2017, by handwritten signature, and Mr. Smayra signed both versions of the Arbitration Agreement on behalf of Defendant on the same day. (Id. at ¶¶ 11–12.)

Plaintiff Francisco Guevara states that he is a native Spanish-language speaker and that he speaks and understands Spanish fluently, but he can only read and write Spanish at about a second-grade level. (Guevara Decl., ¶ 3.) Plaintiff does not recall receiving, reading, or physically signing the Arbitration Agreement either in English or Spanish. (Id. at ¶ 4.) Plaintiff was not asked to sign any paperwork until approximately six months after his employment with Defendant had begun. (Id. at ¶ 5.)

Dania Salas informed Plaintiff and other employees that they needed to complete and sign certain documents. (Guevara Decl., ¶ 6.) Ms. Salas gave Plaintiff a small packet of documents containing about 10 pages, and he completed them. (Ibid.) The documents were written in both English and Spanish. (Id. at ¶ 7.) Because Plaintiff did not understand the documents, he sat next to Ms. Salas’ desk, and she helped him fill them out. (Ibid.) If a page required Plaintiff’s signature, Ms. Salas told him where to sign. (Ibid.)

Neither Ms. Salas nor anyone else told Plaintiff that the documents included an arbitration agreement. (Id. at ¶ 8.) Plaintiff states that he did not know what arbitration was when he signed the documents, and that if he had known, he would not have signed the Arbitration Agreement. (Guevara Decl., ¶¶ 9 –11.) Plaintiff states he was not given a copy of the documents to take home or review with an attorney. (Id. at ¶ 12.) Plaintiff believed that he was required to sign the documents to maintain his employment with Defendant. (Id. at ¶ 13.)

II. Evidentiary Objections

Plaintiff objects to all 12 paragraphs of the Smayra declaration on substantially identical grounds: lack of personal knowledge/foundation (Evid. Code, §§ 403, 702); hearsay (§ 1200); best-evidence rule (§§ 1520–1523); and conclusory/improper legal conclusion (§ 801(a)). The objections are largely boilerplate and lacking in merit to the extent they fail to identify a specific defect in connection with the paragraph challenged. Foundation is generally adequate because Mr. Smayra was the company’s President from 2009 through mid-2025 and is now its General Manager. (Smayra Decl., ¶ 1.)

He is the custodian of personnel records, signed the Arbitration Agreement personally on behalf of the company on the same day Plaintiff signed it, and authenticates Exhibit A as a true and correct copy of the Arbitration Agreement. (Id. at ¶¶ 3–5, 11.) That is sufficient for authentication and for personal knowledge as to the existence of the Arbitration Agreement, the company’s rollout of the Arbitration Agreement in 2017, plaintiff’s signature, and the absence of an opt-out record. (Evid. Code, §§ 1400, 702.)

In addition, a movant in a motion to compel arbitration can meet their initial burden by attaching a copy of the arbitration agreement and generally need not strictly adhere to the normal rules of document authentication at trial under the California Evidence Code. (Iyere v. Wise Auto Group (2023) 87 Cal.App.5th 747, 755 (Iyere).)

Nevertheless, several statements in the Smayra declaration are properly characterized as legal conclusion or impermissible statements about Plaintiff’s state-of-mind. Paragraph 7 (Plaintiff “was comfortable reading and speaking in Spanish”) is conclusory as to Plaintiff’s literacy level. Paragraph 8 (Plaintiff “had the opportunity to review” and “consult with independent counsel” and “ask me questions”) is conclusory as to whether Plaintiff had meaningful opportunity to review. Paragraph 10’s statement that the Arbitration Agreement was not presented as a condition of employment is admissible as a fact within Mr.

Smayra’s knowledge, but the Court weighs it against Plaintiff’s contrary belief. Accordingly, Objection 10 is OVERRULED as to the absence of an opt-out record and SUSTAINED as to the statement that Plaintiff “was comfortable reading and speaking in Spanish.” Objection 8 is OVERRULED as to what Defendant offered or made available and SUSTAINED insofar as it characterizes Plaintiff’s “opportunity” to review as legally meaningful, which is a question for the Court. Plaintiff’s objections are otherwise OVERRULED.

III.

Legal Standard

In determining the threshold question of whether an arbitration agreement exists between the parties, a court employs a three-step burden-shifting analysis. (Iyere, supra, 87 Cal.App.5th at p. 755; see also Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, 1060; see also Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165.) The party seeking to compel arbitration bears the initial burden of showing an agreement to arbitrate. If that burden is met, the burden shifts to the opposing party to show a factual dispute regarding the agreement’s existence. If the opposing party does so, then the burden shifts back to the proponent of arbitration to show the existence of a valid agreement by a preponderance of the evidence. (Iyere, supra, 87 Cal.App.5th at p. 755.)

IV. Existence of Agreement to Arbitrate

Plaintiff initially contends that the motion fails because there was no mutual assent. (Opposition, pp. 2:5–3:18.) Plaintiff alternatively requests limited discovery and an evidentiary hearing before the Court issues a ruling on the motion. (Id. at pp. 6:24–7:15.) Defendant argues that Plaintiff accepted the terms of Arbitration Agreement by signing and does not dispute that the signatures on the Agreement presented are his. (Reply, pp. 2:12–3:10.) In this case, Defendant has established the existence of a valid agreement to arbitrate by a preponderance of the evidence.

Defendant carries its initial burden by attaching the Arbitration Agreement bearing Plaintiff’s signature. Plaintiff does not dispute that those signatures are his, but rather that he does not recall signing and that he did not know what he was signing. Attaching the document meets Defendant’s burden at the first stage. (Iyere, supra, 87 Cal.App.5th at p. 755.)

The burden then shifts to Plaintiff to establish a defense. Plaintiff’s argument that there was no meeting of the minds is at odds with the rule in California that mutual assent is judged by an objective standard. (Alexander v. Codemaster Group Limited (2002) 104 Cal.App.4th 129, 141 [“[m]utual assent is determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts, and not their unexpressed intentions or understandings. [Citations.]”].)

A party who signs a written contract is generally bound by it, even if he did not read it. (Marin Storage & Trucking, Inc. v. Benco Contracting & Engineering, Inc. (2001) 89 Cal.App.4th 1042, 1049 [“[a] party cannot avoid the terms of a contract on the ground that he or she failed to read it before signing”].) Plaintiff relies upon Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 423–424 (Rosenthal) and Bolanos v. Khalatian (1991) 231 Cal.App.3d 1586, 1590 (Bolanos) in arguing that there was no contract formation because he did not have a reasonable opportunity to understand the contract. (Opposition, pp. 2:9 – 3:7.)

Nevertheless, the Court considers this contention not as a categorical defense to contract formation, but as an aspect of procedural unconscionability, discussed below. In the context of contract formation, the Court finds that Defendant has shown mutual assent by showing that Plaintiff signed two versions of the stand-alone, two-page document, one of which was in a language Plaintiff speaks fluently, with the translation prepared by a bilingual office manager. Plaintiff’s signature is manifestation of his assent, and he worked at the company for over seven more years without ever challenging the document. Accordingly, the Court finds that Defendant has established the existence of a valid agreement to arbitration between the parties.

V. Unconscionability

Plaintiff argues the Agreement is unenforceable on unconscionability grounds. (Opposition, pp. 4:15–6:23.) Defendant argues that Plaintiff failed to establish either procedural or substantive unconscionability. (Reply, pp. 3:11–5:4.) A showing that an arbitration agreement is unconscionable can bar its enforcement. (Diaz v. Sohnen Enterprises (2019) 34 Cal.App.5th 126, 132 (Diaz).) “The doctrine has both a procedural and substantive element, the former focusing on oppression or surprise due to unequal bargaining power, the latter on overly harsh or one-sided results.

Both elements must be present for a court to refuse enforcement.” (Ibid., internal quotation marks and citations omitted.) The procedural element addresses the circumstances of contract negotiation and formation, focusing on oppression or surprise due to unequal bargaining power. [Citations.] Substantive unconscionability pertains to the fairness of an agreement's actual terms and to assessments of whether they are overly harsh or one-sided. (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 125 (OTO), internal citation omitted.)

A. Procedural Unconscionability

The issue of procedural unconscionability concerns the making of the agreement and any “oppression that arises from unequal bargaining power and the surprise to the weaker party that results from hidden terms or the lack of informed choice.” (Ajamian v. CantorCO2e, L.P. (2012) 203 Cal.App.4th 771, 795.) Courts have considered employment contracts provided on a “take-it-or-leave-it” basis to be procedurally unconscionable to some extent. (See Farrar v Direct Commerce, Inc. (2017) 9 Cal.App.5th 1257, 1266.)

Plaintiff argues there is procedural unconscionability because he was not given a choice or an opportunity to consult an attorney before signing the Arbitration Agreement, which he believed was a condition of his continued employment. (Opp., pp. 4:18–5:16.) He argues that there was unequal bargaining power, that he could not review a document that he could not read, and that he could not ask questions about a document that was not explained to him. Defendant counters that unequal bargaining power is not a sufficient ground for finding unconscionability and that Plaintiff failed to show either oppression or surprise. (Reply, pp. 3:11–4:13.)

Here, Plaintiff has established a moderate degree of procedural unconscionability. He has presented evidence that he did not read the English of the document and that even the Spanish version may have been at or beyond the edge of his literacy. The Spanish version was also prepared by a non-certified and non-neutral company employee. Language-barrier facts and incomplete translation elevate procedural unconscionability. (See Carmona v. Lincoln Millennium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 84–85.) In addition, Defendant does not dispute that Salas did not identify the document as an arbitration agreement, did not tell Plaintiff he could refuse to sign, and did not provide copies for him to take home. Because Plaintiff had no realistic opportunity to negotiate the agreement that was presented on a take-itor-leave-it basis, the Arbitration Agreement is a contract of adhesion.

There are factors weighing against finding more than a moderate degree of unconscionability. The document is short, two pages in English and three in Spanish, is in normal-sized font and has the most important waivers in bold. No terms are buried or hidden, and the agreement is a stand-alone document that is not embedded in an employee handbook or onboarding packet. The fact that Defendant did not present the agreement until Plaintiff had been employed for six months supports Defendant’s contention that signing it was not a condition of employment.

Perhaps most importantly, Plaintiff has not identified any affirmative misrepresentation, threat, or coercive pressure beyond his subjective belief that he was required to sign, nor has he testified that he asked for and was denied more information about the Arbitration Agreement. Accordingly, the Court finds there is a moderate degree of procedural unconscionability, but not a high degree, such that the agreement would be deemed invalid only upon some meaningful showing of substantive unconscionability.

B. Substantive Unconscionability

“Substantive unconscionability looks beyond the circumstances of contract formation and considers the fairness of an agreement’s actual terms focusing on whether the contract will create unfair or one-sided results. Substantively unconscionable contractual clauses reallocate risks in an objectively unreasonable or unexpected manner.” (Ramirez, supra, 16 Cal.5th at p. 493, internal punctuation and citations omitted; see also Vo v. Technology Credit Union (2025) 108 Cal.App.5th 632, 641.) The test is whether the terms impair the integrity of the bargaining process or otherwise contravene public policy, or the terms “attempt to alter in an impermissible manner fundamental duties otherwise imposed by the law” or “negate the reasonable expectations of the nondrafting party.” (Sonic-Calabasas A., Inc. v. Moreno (2013) 57 Cal.4th 1109, 1145.)

Plaintiff contends the Agreement is substantively unconscionable because the delegation clause removes oversight, because the representative-PAGA waiver is not enforceable, and because it lacks mutuality. (Opposition, p. 6:1–23.) The Court is not persuaded, finding that the only meaningful substantive defect is the representative-PAGA waiver. That defect is modest and discrete and can be cured by severance and a stay of proceedings pending arbitration. (See Adolph v. Uber Technologies, Inc. (2023) 14 Cal.5th 1104, 1123–1124; Rocha v.

U-Haul Co. of California (2023) 88 Cal.App.5th 65, 76 –82).) The agreement satisfies the minimum requirements set forth in Armendariz v. Foundation Health Psychare Services, Inc. (2000) 24 Cal.4th 83, 114: a neutral arbitrator, adequate discovery, a written and reasoned award, preservation of court remedies, and advancement of fees and costs by the Defendant. The delegation clause is relatively standard and mutually applicable, and the agreement in general is facially mutual with both sides giving court and jury trials.

The carve-outs that are present are required by statute, and there are no carve-outs for claims that an employer would typically bring. Accordingly, the Court finds that there is only a small degree of substantive unconscionability, and that the Arbitration Agreement is not rendered unenforceable due to unconscionability.

VI.

Conclusion

For the reasons stated, Defendant’s motion to compel arbitration of Plaintiff’s claims is GRANTED IN PART and DENIED IN PART. The motion is GRANTED as to Plaintiff’s class claims and individual claims, including the individual component of the PAGA claim, and as to Defendant’s request to stay these proceedings. The motion is DENIED as to the representative component of the PAGA claim. Plaintiff’s class claims are DISMISSED. Plaintiff shall submit his individual claims (including his individual PAGA claim) to arbitration within 10 days of the entry of this Order. These proceedings are STAYED pending the completion of the arbitration. Defendant shall prepare the order in accordance with California Rules of Court, rule 3.1312.

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