DINKINS, et al. vs ADVANCED CALL CENTER TECHNOLOGIES, LLC, et al.

On reply, Defendant argues:

On August 18, 2025, Plaintiff filed a separate class action, Dinkins v. Advanced Call Center Technologies, LLC, Case No. 25CV019246, originally pending before the Hon. Lauri A. Damrell in Department 8B. That action arises from the same employment relationship and alleges the same underlying wage-and-hour violations. ACT was unaware of this separate action until April 8, 2026, and filed an Answer denying the claims on April 10, 2026. ACT asserted arbitration as an affirmative defense to preserve its right to bring a motion to compel arbitration.

On April 24, 2026, the Superior Court determined that this action and the PAGA action are related and ordered that they be assigned to a single judge for all purposes, with this case designated as the lead case. (See Case No. 25CV019246, 4/24/2026 Case Management Order.) This consolidation underscores the practical reality that Plaintiff is pursuing overlapping claims arising from the same employment relationship in parallel proceedings.

(Reply, p. 2:7-17.)

The Agreement(s)

The Dispute Resolution Agreement sets forth, in pertinent part, the following:

1. How This Agreement Applies

This Agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce. This Agreement applies to any dispute arising out of or related to Employee's application or selection for employment, employment, and/or termination of employment with Advanced Call Center Technologies, LLC or one of its affiliates, successor, subsidiaries or parent companies ('Company') and survives after the employment relationship terminates. Except as otherwise provided in this Agreement, this Agreement applies to any dispute, past, present, or future, that the Company may have

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against you or that you may have against: (1) Company; (2) its officers, directors, principals, shareholders, members, owners, employees, or agents; (3) Company's benefit plans or the plan's sponsors, fiduciaries, administrators, affiliates, or agents; and (4) all successors and assigns of any of them. Each and all of the entities or individuals listed in (1) through (4) of the preceding sentence can enforce this Agreement. All disputes covered by this Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial. Nothing contained in this Agreement shall be construed to prevent or excuse Employee or the Company from utilizing the Company's existing internal procedures for resolution of complaints, and this Agreement is not intended to be a substitute for the utilization of such procedures.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or waiver of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. However, the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not apply to the Class Action Waiver or California Private Attorneys General Act Individual Action Requirement below.

Under no circumstances may the Arbitrator hear or preside over any class, collective, or other claim joined by or consolidated with another person's or entity's claim, unless all parties agree in writing. Notwithstanding any other clause or language in this Agreement and/or any rules or procedures that might otherwise apply by virtue of this Agreement or any amendments and/or modifications to those rules, any claim that the all or part of the Class Action Waiver or California Private Attorneys General Act Individual Action Requirement is unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator.

Except as it otherwise provides, this Agreement also applies, without limitation, to disputes regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and covered by the Employee Retirement Income

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Security Act of 1974 or funded by insurance), Genetic Information Non- Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims.

2. Limitations On How This Agreement Applies

This Agreement does not apply to claims for (i) Workers compensation, state disability insurance, and unemployment insurance benefits; however, the Agreement applies to discrimination or retaliation claims based upon seeking such benefits; (ii) Disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement; (iii) Claims that are not subject to pre dispute arbitration agreement as provided by the Sarbanes Oxley Act, 18 U.S.C. § 151; (iv) Disputes that may not be subject to pre-dispute arbitration agreement under the Ending Forced Arbitration and Harassment Act (at election). If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.

Regardless of any other terms of this Agreement, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment' Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), or the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.

3. Application to Existing Claims and Controversies

Except as it otherwise provides, this Agreement is intended broadly to apply to all controversies hereafter arising out of or related to the employment relationship between Employee and the Company as well as any existing controversy that has arisen from or that is related to Employee's employment with the Company, as permitted under Section 2 of the Federal Arbitration Act.

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...

Class and Collective Action Wavier. Both the Company and Employee agree to bring any dispute in arbitration on an individual basis only, and not on a class and/or collective basis. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class and/or collective action, or as a member in any purported class and/or collective proceeding ('Class Action Waiver'). Disputes regarding the validity and enforceability of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.

In any case in which (1) the dispute is filed as a class and/or collective action and (2) a civil court of competent jurisdiction finds all or part of the Class Action Waiver unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

California Private Attorneys General Act ('PAGA') Individual Action Requirement. The Company and you agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by you under PAGA to recover unpaid wages, civil penalties, or any other individual relief must be arbitrated under this Agreement. The Company and you also agree that your non-individual PAGA claims will be stayed and you will not pursue any non-individual PAGA claims in Court until after the Arbitrator makes a final determination as to your status as 'aggrieved,' and, then, only if the determination is that you were 'aggrieved'; the Arbitrator, and not any court, will determine your alleged status as 'an aggrieved employee.'

The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person's PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void, or voidable. In such case, the PAGA action must be litigated in a civil court of competent jurisdiction-not in arbitration-but the part of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.

Although an Employee will not be retaliated against, disciplined or threatened with discipline as a result of his or her exercising his or her rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective or representative action in any forum, the Company may lawfully seek enforcement of this Agreement and the Class Action Waiver under the Federal

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Arbitration Act and seek dismissal of such class, collective or representative actions or claims. (Keller Decl. ¶ 3, Exh. A [emphasis in original].)

The Confidentially Ownership Agreement provides, in part, the following:

6. SEVERABILITY AND SURVIVAL

This agreement shall survive Employee's termination for any reason with the Company.

7. SPECIFIC PERFORMANCE AND CONSENT TO INJUNCTIVE RELIEF

Irreparable harm should be presumed if Employee breaches any covenant of this Agreement. The faithful observance of all covenants in this Agreement is an essential condition to Employee's employment, and the Company is depending upon absolute compliance. Employee acknowledges that damages would probably be very difficult to ascertain if Employee breached any covenant in this Agreement. This Agreement is intended to protect the proprietary rights of the Company in many important ways. Even the threat of any misuse of the technology of the Company would be extremely harmful, since that technology is essential to the business of the Company.

In light of these facts, Employee agrees that any court of competent jurisdiction should immediately enjoin any breach of this Agreement, upon the request of the Company, and Employee specifically releases the Company from the requirement to post any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law.

8. GENERAL

The provisions of this Agreement shall be construed in accordance with the law of the State of Tennessee. In the event that any action or proceeding is brought by either party in connection with the Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. (Id., Exh. B [emphasis in original].)

The Equipment Return Agreement provides, in part, the following:

5. INDEMNIFICATION

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(a) By Recipient. Recipient unconditionally agrees to defend, indemnify and hold harmless Employer from any claims, losses, liabilities, suits, demands, damages, injuries, costs and expenses (including, without limitation, reasonable attorneys fees' and court costs) of every kind or character in any way relating to, arising from, or in connection with any acts or omissions by Recipient under or pursuant to this Agreement, including, without limitation, any breach by Recipient of any provision of this Agreement. All indemnity obligations and liabilities of Recipient hereunder shall be irrespective of any breach. (Id., Exh. C [emphasis in original].)

Lastly, the Remote Agreement provides, in part, the following:

15. Confidentiality of Data and Employer Records. Employee acknowledges that all information, observations and data obtained by Employee while employed by the Employer concerning the business or affairs of the Employer or any of its Subsidiaries, customers, or clients ('Confidential Information') are the property of the Employer. Therefore, Employee agrees that Employee will not disclose to any unauthorized person, nor will use for Employee's own purposes any Confidential Information; and Employee will use Confidential Information solely to perform his/her job functions for Employer.

Employee agrees to keep all non- public information in a secure location accessible with a lock and key or protected password. Employee agrees that Employee will comply with all ACT and Client data security policies and procedures and agrees to comply with all clean desk requirements as referenced in the ACT Clean Desk Policy, which policy Employee acknowledged at the time of hire. Employee must be the only individual that will have access and/or possession of said key or protected password. Employee will immediately report (verbally and in writing) all breaches of confidential data, records, documents and non-public information to his or her Supervisor and/or manager.

Employee understands and agrees to be bound by all other policies and practices of Employer and all applicable laws and regulations regarding information security, confidentiality, and safekeeping of Employer-owned information and sensitive financial and other information entrusted to Employer by third parties. (Dinkins Decl., Exh. 1 [emphasis in original].)

In this motion, Defendant moves to compel Plaintiff to arbitrate his claims on an individual basis and stay this action pending resolution of the same. Plaintiff opposes on

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unconscionability grounds.

Legal Standard

Both federal and state law favor enforcement of valid arbitration agreements. (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 97; accord, Aanderud v. Superior Court (2017) 13 Cal.App.5th 880, 889.) Under California law, a written agreement to submit a controversy to arbitration is valid, enforceable, and irrevocable consistent with standard contract principles. There is a strong public policy favoring the enforcement of arbitration agreements. (Code Civ. Proc., §1281; Madden v.

Kaiser Foundation Hospitals (1976) 17 Cal.3d 699, 706.) On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy, the court shall order the petitioner and the respondent to arbitrate the matter if it determines that an agreement to arbitrate the controversy exists, unless it determines that: (a) the right to compel arbitration was waived by the petitioner; (b) grounds exist for the revocation of the agreement; or, (c) a party to the arbitration agreement is also a party to a pending court action or special proceeding with a third party, arising out of the same transaction or series of related transactions and there is a possibility of conflicting rulings on a common issue of law or fact. (Code Civ.

Proc., § 1281.2; Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.)

Federal law is fully consistent with these principles. As the United States Supreme Court explained more than twenty years ago, “Because the Federal Arbitration Act is ‘at bottom a policy guaranteeing the enforcement of private contractual arrangements,’ we look first to whether the parties agreed to arbitrate a dispute—not to broader policy considerations—in determining the scope of the agreement.” (Fleming v. Oliphant Financial, LLC (2023) 88 Cal.App.5th 13, 19 [citing EEOC v. Waffle House, Inc. (2002) 534 U.S. 279, 294].) “For arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit.” (Id. [citing United Steelworkers of America v. Warrior & Gulf Navigation Co. (1960) 363 U.S. 574, 582].)

As such, “under both federal and state law, the threshold question presented by a petition to compel arbitration is whether there is an agreement to arbitrate.” (Ibid.) “Absent a clear agreement to submit disputes to arbitration, courts will not infer that the right to a jury trial has been waived.” (Id. at p.1518.) “A party seeking to compel arbitration of a dispute ‘bears the burden of proving the existence of an arbitration agreement, and the party opposing arbitration bears the burden of proving any defense, such as unconscionability. [Citation.]” (Jenks v. DLA Piper Rudnick Gray Cary US LLP

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(2015) 243 Cal.App.4th 1, 8 [citation omitted].)

Discussion

There is no dispute that the FAA applies. (Keller Decl. ¶ 3, Exh. A at § 1.) The Court’s role under the FAA is limited to “determining (1) whether a valid agreement to arbitrate exists and, it if does, (2) whether the agreement encompasses the dispute at issue.” (Chiron Corp. v. Ortho Diagnostic Systems, Inc. (9th Cir. 2000) 207 F.3d 1126, 1130.)

Unconscionability

Both procedural and substantive unconscionability must be present in order for a contract provision to be unenforceable under the unconscionability doctrine. (Parada v. Superior Court (2009) 176 Cal.App.4th 1554, 1570.) “But they need not be present in the same degree. ‘Essentially a sliding scale is invoked which disregards to the regularity of the procedural process of contract formation, that creates the terms, in proportion to the greater harshness or unreasonableness of the substantive terms themselves.’ 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.” (Armendariz, supra, 24 Cal.4th at p. 114.) Plaintiff has the burden to prove unconscionability. (Jenks, supra, 243 Cal.App.4th at p. 8.)

For the reasons discussed below, Plaintiff has established both procedural and substantive unconscionability to certain degrees.

Procedural Unconscionability

The procedural aspect of unconscionability “concerns the manner in which the contract was negotiated and the circumstances and of the parties at the time.” (Kinney v. United Healthcare Services, Inc. (1999) 70 Cal.App.4th 1322, 1329.) “It focuses on factors of oppression and surprise. The oppression component arises from an inequality of bargaining power of the parties to the contract and an absence of real negotiation or a meaningful choice on the part of the weaker party. The second component of procedural unconscionability encompasses an aspect of surprise, with the terms to which the party supposedly agreed being hidden in a prolix printed form drafted by the party seeking to enforce them.” (Ibid. [internal citations omitted].)

In the circumstances where arbitration is presented on a take-it-or leave-it basis, but there are no other procedurally unconscionable elements, courts have found only a minimal degree of

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procedural unconscionability. (Dotson v. Amgen, Inc. (2010) 181 Cal.App.4th 975, 981- 982.)

Plaintiff argues the Dispute Resolution Agreement was adhesive – Plaintiff attests that he was required to sign it during a live group onboarding session as part of a package of documents presented as mandatory in order to obtain and begin the job. (Dinkins Decl. ¶¶ 5, 9, 16, 18.) Plaintiff contends that a heightened degree of procedural unconscionability exists because the Plaintiff attended a single-day video conference orientation with other new hires in which Defendant presented a large amount of information and required electronic execution of multiple onboarding documents (Dinkins Decl. ¶¶ 3-7).

Plaintiff was only provided with limited time to review and sign the onboarding documents and Plaintiff felt pressure to promptly sign (Dinkins Decl. ¶¶ 6-7). Plaintiff was required to sign the documents during the live onboarding process, was not given the documents in advance, and was not provided copies afterward (Dinkins Decl. ¶¶ 12-13).

In reply, Defendant disputes that Plaintiff had to sign the Dispute Resolution Agreement during a rushed onboarding session, under supervision, or in a group setting under time pressure. (De La Cerda Decl. ¶ 15.) Defendant contends that Plaintiff had already completed execution of his onboarding documents long before any group training or orientation occurred – after having had access to them for more than two weeks. (Id. ¶¶ 17, 19.)

In support of his position, Plaintiff primarily relies on OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111 and Ronderos v. USF Reddaway, Inc. (9th Cir. 2024) 114 F.4th 1080, 1090. The Court finds each of these cases distinguishable in that the same degree of procedural unconscionability is not present here. However, the Court finds that Plaintiff has demonstrated that the Agreement is procedurally unconscionable on the basis that it is an adhesion contract presented in the context of an employment agreement on a “take it or leave it” basis.

In OTO, “significant oppression” was present where the employer presented an arbitration agreement to a current employee with other employment documents. The employee was required to sign the agreement in order to retain the job he held for three years. The contents of the document were not explained to the employee and any time spent reviewing the agreement would have reduced his compensation. (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 127.) The employer used a “low-level employee”, a “porter,” to present the agreement “creating the impression that no request for an explanation was expected and any such request would be unavailing.” (Ibid.)

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The OTO court also found substantial evidence of surprise. Although the agreement was only slightly more than one page long, it was drafted in an extremely small font and consisted of a single dense paragraph spanning 51 lines. As the Supreme Court stated, “the text is ‘visually impenetrable’ and ‘challenge[s] the limits of legibility.’” (Id. at p. 128.) The substance of the agreement was “similarly opaque” and the “sentences are complex, filled with statutory references and legal jargon.” (Ibid.) Ultimately, the Court concluded that the agreement required legal training to decipher and it was intended to thwart, rather than promote understanding. (Id. at pp. 128-129). “

In Ronderos, an arbitration agreement in an employment contract was determined to be procedurally unconscionable, to a moderate degree, because the agreement was adhesive, the circumstances under which employer required employee to sign the agreement involved significant oppression, and the arbitration agreement involved some surprise because the cost-splitting provision was substantively opaque. (Ronderos v. USF Reddaway, Inc. (9th Cir. 2024) 114 F.4th 1080, 1090-1091.) The 9th Circuit Court of Appeals noted the following:

When an employer makes signing an agreement a condition of applying for employment, 'the economic pressure exerted . . . on all but the most sought-after employees may be particularly acute, for the arbitration agreement stands between the employee and necessary employment, and few employees are in a position to refuse a job because of an arbitration requirement.' Armendariz, 6 P.3d at 690. Ronderos, who was applying for a line haul manager position, was not a highly-sought-after employee with any meaningful bargaining power.

Additionally, according to Ronderos's undisputed declaration, Reddaway pushed him to sign the contract immediately, on site. Ronderos did not know what arbitration was and did not understand many of the agreement's terms. Reddaway did not explain the agreement's terms to him. Reddaway does not claim that it gave Ronderos the opportunity to consult an attorney. California courts have found significant oppression based on similar circumstances in both pre-and post-hiring setting.

(Ronderos, supra, 114 F.4th at pp. 1090-1091.)

Plaintiff does not proffer evidence which would support a finding that the circumstances in OTO or Ronderos are similar to those here (i.e., that the employer used a “low-level employee”, to present the agreement “creating the impression that no request for an

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

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explanation was expected and any such request would be unavailing; that Plaintiff was applying for a position which was “not a highly-sought-after employee with any meaningful bargaining power”; etc.) While Plaintiff has not established a moderate or heightened degree of procedural unconscionability, the Court finds that Plaintiff has established a minimal of procedural degree. Accordingly, the Court must next turn to whether Plaintiff has established a high degree of substantive unconscionability.

Substantive Unconscionability

Substantive unconscionability “focuses on the terms of the agreement and whether those terms are so one-sided as to shock the conscience.” (Kinney, supra, 70 Cal.App.4th at p. 1330 [internal quotations omitted].)

Mutuality

“Arbitration agreements must have ‘a modicum of bilaterality.’” (Armendariz, supra, 24 Cal.4th at p. 119.) An arbitration agreement may not require “one contracting party, but not the other, to arbitrate all claims arising out of the same transaction or occurrence or series of transactions or occurrences.” (Id. at p. 120.) “Given the disadvantages that may exist for plaintiffs arbitrating disputes, it 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, without at least some reasonable justification for such one-sidedness based on ‘business realities’ 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.

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. Arbitration was not intended for this purpose.” (Id. at pp. 117– 118.)

It is well settled that an arbitration agreement “is unfairly one-sided [if] it compels arbitration of the claims more likely to be brought by an employee, the weaker party, but exempts from arbitration the types of claims that are more likely to be brought by an employer, the stronger party.” (Silva v. Cross Country Healthcare, Inc. (2025) 111 Cal.App.5th 1311, 1328.)

Plaintiff contends that the Court must consider each of the four agreements Plaintiff signed during the onboarding process – the Dispute Resolution Agreement (DRA), Confidentially Ownership Agreement (COA), Equipment Return Agreement (ERA), and

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Remote Workers Agreement (RWA). (Opp’n, p. 1:1-9 [citing OTO, supra, 8 Cal.5th at p. 125; Alberto v. Cambrian Homecare (2023) 91 Cal.App.5th 482, 490-496; Gurganus v. IGS Solutions LLC (2025) 115 Cal.App.5th 327, 336-338].) According to Plaintiff, construing these agreements together, “reveal a one-sided dispute-resolution scheme that is both procedurally and substantively unconscionable.” (Ibid.)

Plaintiff contends that when read together, the agreements reveal “that while employeeside claims are funneled into arbitration, Defendant preserved for itself special judicial remedies, fee-shifting provisions, coercive enforcement mechanisms, and court-access advantages for the categories of claims it is most likely to bring, including confidentiality, trade secret, equipment, and related property-enforcement disputes.” (Opp’n, p. 6:21- 24.)

Civil Code section 1642 provides that “[s]everal contracts relating to the same matters, between the same parties, and made as parts of substantially one transaction, are to be taken together.” In Alberto, the Court of Appeal applied Civil Code section 1642 and held that a separately executed arbitration agreement and confidentiality agreement had to be read together as part of the Court’s unconscionability analysis. (Alberto, supra, 91 Cal.App.5th at p. 490.) The Court reached this conclusion because the documents “were executed on the same day. They were both separate aspects of single primary transaction – Alberto’s hiring. They both governed, ultimately, the same issue – how to resolve disputes arising between Alberto and Cambrian arising from Alberto’s employment.” (Id. at pp. 490-491.)

The Court agrees that the four documents must be construed together because: (1) “they were executed on the same day”; (2) there were part of a “single primary transaction” – Plaintiff’s hiring; and (3) they govern dispute resolution between Plaintiff and Defendants arising from Plaintiff’s employment. (Alberto, supra, 91 Cal.App.5th at pp. 490-491.) Accordingly, the Court will consider all four documents in its analysis of Plaintiff’s unconscionability arguments.

Confidentially Ownership Agreement (COA)

Injunctive Relief

Plaintiff contends that although the Dispute Resolution Agreement broadly states that that trade secret and unfair competition disputes are arbitrable, the COA separately permits Defendant, but not the employee to go to Court to enforce the COA. Section 7 of the COA provides that “any court of competent jurisdiction should immediately enjoin

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any breach of this Agreement, upon the request of the Company,” and further provides that the employee “specifically releases the Company from the requirement to post any bond in connection with temporary or interlocutory injunctive relief.” (COA, § 7.) The COA also provides that “[i]rreparable harm should be presumed” if the employee breaches the agreement. (Ibid.) Thus, while the Dispute Resolution Agreement nominally sweeps Defendant’s confidentiality, trade secret, and unfair competition claims into arbitration, the COA preserves for Defendant immediate court access, a presumption of irreparable harm, and a waiver of the bond requirement for the very same class of employer-side claims. Plaintiff contends that this is “textbook lack of mutuality.” (Opp’n, p. 7:14-23 [citing Alberto, supra, 91 Cal.App.5th at pp. 491-494; Gurganus, supra, 115 Cal.App.5th at pp. 336-340].)

In Alberto, the Court acknowledged that “provisions that allow employers to seek a preliminary injunction outside of arbitration for breach of contract are not, by themselves, unconscionable, simply because they primarily benefit employers. (Alberto, supra, 91 Cal.App.5th at p. 492.) The problem, however, was that the agreement had provisions that waived the employer’s need to obtain a bond before seeking an injunction, waived the employer’s need to show irreparable harm, and required an employee to consent to an immediate injunction. (Id. at pp. 492-493.) Similar to Alberto, with respect to the injunctive relief provision in the COA (at § 7), this provision enables Defendant to broadly seek injunctive relief in court and waives the requirement that Defendant post a bond to obtain an injunction or other equitable relief.

The Court finds a high degree of substantive unconscionability on this ground. (See Alberto, supra, 91 Cal.App.5th at pp. 492-493; Carbajal v. CWPSC, Inc. (2016) 245 Cal.App.4th 227, 250; Carmona v. Lincoln Millennium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 89.)

Tennessee Choice of Law Provision

Plaintiff also contends that the COA is one sided in its fee shifting and the “Tennessee choice-of-law provision further underscores its one-sidedness.” (Id. at p. 8:1-3 [citing COA, § 8].) Regarding the Tennessee choice-of-law provision, Plaintiff contends that this is in direct conflict with California Labor Code section 925, which prohibits employers from requiring California-based employees to waive the substantive protections of California law for disputes arising in California.

“[C]ontractual forum selection clauses are valid and should be given effect unless enforcement of the clause would be unreasonable” (Gostev v. Skillz Platform, Inc.

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(2023) 88 Cal.App.5th 1035, 1061 [quoting Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196].) In this case, requiring Plaintiff – a California resident assigned to work in a California workplace – to arbitrate his claims in Tennessee is unreasonable. As such, the forum selection clause contributes to the Court’s assessment that the arbitration provision in this case also supports a finding of a high degree of substantive unconscionability. (See ibid.; Mango v. College Network, Inc. (2016) 1 Cal.App.5th 277, 285-291 [requiring college-aged students to travel from San Diego to Indiana to arbitrate claims against a company that solicited their business in California was substantively unconscionable]; Lhotka v.

Geographic Expeditions, Inc. (2010) 181 Cal.App.4th 816, 825 [requiring residents of Colorado to mediate and arbitrate in San Francisco contributed to the substantive unconscionability of the arbitration clause]; Bolter v. Superior Court (2001) 87 Cal.App.4th 900, 908, 910-911.)

Likewise, Courts have held that a choice of law provision that “disables California law, undermining [the plaintiff’s] claims on the merits” supports a finding of substantive unconscionability. (Pinela v. Neiman Marcus Group, Inc. (2015) 238 Cal.App.4th 227, 251; see Samaniego v. Empire Today, LLC (2012) 205 Cal.App.4th 1138, 1148–1149; Ajamian v. CantorCO2e L.P. (2012) 203 Cal.App.4th 771, 798-799, fn. 17 [arbitration provision unconscionably required employee to waive California substantive law by requiring application of New York law to the employee's California employment; employer “fail[ed] to show that New York law would provide [the employee] with rights and remedies equivalent to those provided by California law”]; see also Serafin, supra, 235 Cal.App.4th at p. 183 [“Such a modification of California law [as to attorney fees and costs] is inappropriate under Armendariz as it has the effect of denying a plaintiff the rights and remedies he or she would have if he or she were litigating his or her claims in court”].)

The Court finds a high degree of substantive unconscionability on this ground as well.

Equipment Return Agreement (ERA)

Plaintiff contends that when the DRA and ERA are read together, they allocate forum and remedies in a sharply one-sided manner: “[t]he DRA broadly compels arbitration of employee-side disputes arising out of the employment relationship. But the ERA repeatedly preserves court access and judicial enforcement mechanisms for the category of disputes Defendant is overwhelmingly likely to bring: disputes concerning company-issued equipment, alleged default, return obligations, possession, damage, and related enforcement. (ERA, §§ 5(a), 6(b)-6(d), 7, 10, 13.) Those are classic employer-side claims.” (Opp’n, pp. 8:25-9:2.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV019246: DINKINS, et al. vs ADVANCED CALL CENTER TECHNOLOGIES, LLC, et al. 06/05/2026 Hearing on Motion to Compel Arbitration in Department 8A

“As the court stated in Armendariz, an arbitration agreement ‘lacks basic fairness and mutuality if it requires one contracting party, but not the other, to arbitrate all claims arising out of the same transaction or occurrence or series of transactions or occurrences.’” (Mercuro v. Superior Court (2002) 96 Cal.App.4th 167, 176-177 [citing Armendariz, supra, 24 Cal.4th at p. 120].) The Court agrees that the ERA would appear to favor some of Defendant’s claims (e.g., disputes concerning company-issued equipment, alleged default, return obligations, possession, damage) while requiring employees with less bargaining power to submit their claims to arbitration, and contributes to the Court's finding of substantive unconsionability.

Remote Workers Agreement (RWA)

Regarding the RWA, Plaintiff argues that it reflects the same pattern of unilateral employer control and cost shifting:

Section 9 limits reimbursement for office furniture to a one-time $150 stipend unless additional expenses are preapproved. (RWA, § 9.) Section 14 places responsibility on Plaintiff for contracting for internet and phone services, absent additional approval and reimbursement. (RWA, § 14.) Section 17(c) provides that the terms of the agreement may be revised by Defendant “at its discretion at any time,” while sections 17(e), 20, and 22 provide that remote-work privileges may be suspended, rejected, modified, or terminated at management’s discretion and that the agreement is subject to change or termination at any time based on business needs. (RWA, §§ 17(c), 17(e), 20, 22.) (Opp’n, p. 11:17-23.)

The Court does not agree that the RWA lacks mutuality with regard to arbitration.

In sum, construing the Agreements together, the Court finds a high degree of substantive unconscionability based on the lack of mutuality. Having reached this conclusion, the Court must now decide whether these unconscionable provisions can be restricted or severed so that the agreements can be enforced.

Severance

Defendant argues that even if the Court were to conclude that any discrete term in the COA or ERA is non-mutual or otherwise problematic, that would not justify invalidating the DRA as California law strongly favors severance. (Reply, p. 10:23-27 [citing Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 513].)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV019246: DINKINS, et al. vs ADVANCED CALL CENTER TECHNOLOGIES, LLC, et al. 06/05/2026 Hearing on Motion to Compel Arbitration in Department 8A

If a contractual clause is found unconscionable, the court may, in its discretion, choose to do one of the following: (1) refuse to enforce the contract; (2) sever any unconscionable clause; or (3) limit the application of any clause to avoid unconscionable results. (Ramirez, supra, 16 Cal.5th at p. 513.) In Ramirez, the California Supreme Court held that “the decision whether to sever unconscionable provisions and enforce the balance is a qualitative one, based on the totality of the circumstances.” (Id. at p. 518.) The Court cautioned that trial courts “cannot refuse to enforce an agreement simply by finding two or more collateral provisions are unconscionable as written and eschewing any further inquiry.” (Ibid.)

In Ramirez, the Court clarified the test for severance as follows: “At the outset, a court should ask whether ‘the central purpose of the contract is tainted with illegality.’ If so, the contract cannot be cured, and the court should refuse to enforce it. 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.” (Id. at p. 516 [citing Armendariz, supra, 24 Cal.4th at p. 124; emphasis omitted].)

The Court in Ramirez further noted that “[e]ven if a contract can be cured, the courts should also ask whether the unconscionability should be cured through severance or restriction because the interests of justice would be furthered by such actions. (Ramirez, supra, 16 Cal.5th at p. 516 [emphasis original].) After remand from the California Supreme Court in Ramirez, the Court of Appeal issued an opinion on severability. (Ramirez v. Charter Communications, Inc. (2025) 108 Cal.App.5th 1297 (“Ramirez III”).)

In Ramirez III, the Court of Appeal held that severance of the unconscionable provisions – lack of mutuality in covered and excluded claims, shortened limitations period for filing claims, and the potential for an unlawful award of attorneys’ fees – was not warranted. (Id. at p. 1305.) The Court disagreed with the Defendant’s contention that the illegal provisions were collateral to the contract’s main purpose. (Ibid.) The Court found that “it appears the real purpose of the agreement is to subject the employee to arbitration ‘as a means of maximizing employer advantage.’” (Id. at p. 1306 [quoting Ramirez, supra, 16 Cal.5th at p. 495.].)

The Court concluded that “[m]ere severance of these provisions and enforcement of the remainder of the Agreement could ‘create an incentive for an employer to draft a one-sided arbitration agreement in the hope employees would not challenge the unlawful provisions, but if they do, the court would simply modify the agreement to include the bilateral terms the employer should have included in the first place.’” (Ibid. [quoting Ramirez, supra, 16 Cal.5th at p. 517.].)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV019246: DINKINS, et al. vs ADVANCED CALL CENTER TECHNOLOGIES, LLC, et al. 06/05/2026 Hearing on Motion to Compel Arbitration in Department 8A

Similar to the Court in Ramirez III, this Court finds that the purpose of the agreements is to impose an agreement on the employee that maximized the employer’s advantage. Consequently, the Court finds the central purpose of the agreements taken together is tainted with illegality and they cannot be cured. Under Ramirez, the analysis ends here and the Court must find the arbitration agreement is unenforceable due to unconscionability. Accordingly, Defendant’s motion is DENIED.

Disposition

Defendant’s motion to compel arbitration is DENIED.

To request oral argument on this matter, you must call Department 8a at 916-874-5754 by 4:00 p.m., the court day before this hearing and notification of oral argument must be made to the opposing party/counsel. If no call is made, the tentative ruling becomes the order of the court. (Local Rule 1.06.)

Please check your tentative ruling prior to the next Court date at www.saccourt.ca.gov prior to the above referenced hearing date.

If oral argument is requested, the parties may appear by Zoom with the links below:

To join by Zoom Link - https://saccourt-ca-gov.zoomgov.com/j/16108301121 To join by phone dial (833) 568-8864, ID 16108301121 Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code section 68086 and California Rules of Court, Rule 2.956. Requirements for requesting a court reporter are listed in the Policy for Official Reporter Pro Tempore available on the Sacramento Superior Court website at https://www.saccourt.ca.gov/court-reporters/docs/crtrp- 6a.pdf. Parties may contact Court-Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://www.saccourt.ca.gov/court-reporters/docs/crtrp-13.Pdf

A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list. Once the form is signed it must be filed with the clerk.

If a litigant has been granted a fee waiver and requests a court reporter, the party must

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

25CV019246: DINKINS, et al. vs ADVANCED CALL CENTER TECHNOLOGIES, LLC, et al. 06/05/2026 Hearing on Motion to Compel Arbitration in Department 8A

submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will be forward the form to the Court Reporter’s Office and an official reporter will be provided.

This minute order is effective immediately. Pursuant to California Rules of Court, rule 3.1312(a), no further written order or further notice is necessary.